Common use of Agreements and Covenants of the Company Clause in Contracts

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), or (j) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made to the Company pursuant to Section 1(i) solely in connection with the consummation of a Business Combination and Section 1(j). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination; (e) In connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not give the Trustee disbursement instructions which would be prohibited under this Agreement; (f) Within five business days after the Underwriter in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, its President, its Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, hereunder or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in Representative, on behalf of the IPOUnderwriters, exercises the over-allotment its option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and(i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), or (j), and (k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made to the Company pursuant to Section 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)Combination. The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination; (e) In connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not give the Trustee disbursement instructions which would be prohibited under this Agreement; (f) Within five business days after the Underwriter Representatives, on behalf of the underwriters in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the UnderwriterRepresentatives) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the UnderwriterRepresentatives) of the amount of such income tax refund; and (h) If the Company seeks to amend any provisions of its Charter that would affect the substance or timing of the Company’s Public Shareholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or with respect to any other provisions relating to the rights of holders of the Ordinary Shares, (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their conversion option in connection with such Amendment.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Within five business days after the Underwriter Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the IPO, exercises Form of Exhibit A that the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy Deferred Discount be paid directly to the Underwriter) of the total amount of the Deferred Discount;account or accounts directed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC and Citigroup Global Markets Inc.; and (g) In Instruct the event the Company is entitled Trustee to receive a tax refund on its income tax obligationmake only those distributions that are permitted under this Agreement, and promptly after the amount of such refund is determined on a final basis, provide refrain from instructing the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andmake any distributions that are not permitted under this Agreement.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) or (j1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it the Trustee shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may shall not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made to the Company pursuant to Section 1(i) solely in connection with the consummation of and until a Business Combination and Section 1(j)(as defined below) is consummated. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide holders of the Common Stock the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Common Stock (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Stockholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional Units (or any unexercised portion thereof) or such over-allotment option to purchase additional Units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the BoardCo-Executive Chairman, President, Chief Executive Officer, Officer or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections 1(i), or (j) hereofor (k)hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In connection Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and (h) Within five four (4) business days after the Underwriter in the IPO, exercises Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event , which, unless otherwise agreed between the Company is entitled to receive a tax refund on its income tax obligationand the Representatives, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice shall in writing (with a copy to the Underwriter) of the amount of such income tax refund; andno event be less than $21,000,000.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, a Chief Executive Officer, President or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections Section 1(i), or (j1(j), 1(k), and 1(l) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligencewillful misconduct, fraud or willful misconductgross negligence. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld; provided, further that the Company may conduct and manage the defense against any Indemnified Claim if the Trustee does not promptly take reasonable steps to mount such a defense. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)hereof. The Company shall pay the Trustee upon receipt of an invoice from the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountTrustee. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In connection Provide the Underwriters with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Within five business days after Unless otherwise agreed between the Underwriter Company and Benchmark, expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the IPO, exercises form of Exhibit A that the over-allotment option Deferred Discount (or any unexercised portion thereofas provided in the Underwriting Agreement) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy be paid directly to the Underwriter) of account or accounts directed by the total amount of the Deferred Discount;Underwriters; and (g) In Instruct the event the Company is entitled Trustee to receive a tax refund on its income tax obligationmake only those distributions that are permitted under this Agreement, and promptly after the amount of such refund is determined on a final basis, provide refrain from instructing the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andmake any distributions that are not permitted under this Agreement.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer or other authorized officer of the CompanySecretary. In addition, except with respect to its duties under Sections Section 1(i), or (j) and (k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made to and until it is distributed to, or on behalf of, the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual Trustee administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the same; (f) Instruct the Trustee disbursement instructions which would be prohibited to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; (fg) Within five four (4) business days after the Underwriter in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing of the total amount of the Deferred Discount (with a copy to the Underwriter); and (h) Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the Form of the total amount of Exhibit A that the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy Discount be paid directly to the account or accounts directed by the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) or (j1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it the Trustee shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may shall not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made to the Company pursuant to Section 1(i) solely in connection with the consummation of and until a Business Combination and Section 1(j)(as defined below) is consummated. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional Units (or any unexercised portion thereof) or such over-allotment option to purchase additional Units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Co-Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In connection Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Within five business days after the Underwriter Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the IPO, exercises Form of Exhibit A that the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy Deferred Discount be paid directly to the Underwriter) of account or accounts directed by the total amount of the Deferred Discount;Representatives; and (g) In Instruct the event the Company is entitled Trustee to receive a tax refund on its income tax obligationmake only those distributions that are permitted under this Agreement, and promptly after the amount of such refund is determined on a final basis, provide refrain from instructing the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andmake any distributions that are not permitted under this Agreement.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections paragraphs 1(i), or (j2(a) hereofand 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or losses loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest income earned on from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b)paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide such notice shall not relieve the Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; , provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheldwithheld or delayed. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements are made to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Combination, or pursuant to Section 1(j2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination;; and (e) In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement. (f) Upon receiving the written request of a Public Shareholder to do so at any time after the date hereof, provide such Public Shareholder with a copy of any instruction provided to the Trustee pursuant to Section 1(i) or Section 1(j) along with any Notification (as defined in Exhibit A), Instruction Letter (as defined in Exhibit A), applicable flow of funds memorandum (or similar document), or any other notice delivered to the Trustee by the Company regarding the disbursement of Property from the Trust Account resulting in the Property left in the Trust Account being less than $60,000,000 (or $69,000,000 if the Underwriters’ over-allotment option is exercised in full) plus any amount eventually deposited on account of any Extension, which, in each case, shall specify to whom the Property shall be disbursed (such written notice, a “Disbursement Notice” and the date such Public Shareholder receives a Disbursement Notice, a “Disbursement Notice Date”). Each Disbursement Notice shall be delivered to such Public Shareholder at least two business days prior to the disbursement of any Property pursuant to Section 1(i) or Section 1(j) and no Property shall be disbursed from the Trust Account prior to the date that is two business days from the applicable Disbursement Notice Date. (g) At the request of any Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination, concurrently with the delivery of such shares, solely if such shares are certificated. to the Trustee, send an irrevocable written instruction letter in the form of Exhibit E to the Trustee acting as Paying/Disbursing Agent directing the Trustee to disburse no less than $10.00 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) to such Public Shareholder. (h) Following receipt of a copy of an irrevocable written instruction letter in the form of Exhibit BF delivered by a Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination to the Trustee, review such letter to confirm (i) such letter is in the form of Exhibit F, (ii) a Business Combination has been announced on or prior to the date of such letter and (iii) the number of ordinary shares set forth on such letter to be redeemed is not greater than the number of ordinary shares held by the applicable Public Shareholder. Solely if the Company cannot confirm the requirements of clauses (i) through (iii) of this Section 3(h), but not for any other reason, then within two days of the Company’s receipt of the applicable copy of the irrevocable written instruction letter in the form of Exhibit F (such time period, the “Objection Period”), the Company will not give notify the applicable Public Shareholder and the Trustee disbursement instructions which would be prohibited under this Agreementin writing that such irrevocable written instruction letter is a “Non-Compliant Instruction Letter” and that the Trustee shall not comply with such letter. (i) If applicable, the Company shall issue a press release at least three days prior to the Applicable Deadline announcing that, at least five days prior to the Applicable Deadline, the Company received notice from the Company’s insiders that the insiders intend to extend the Applicable Deadline; (fj) Within five business days after Promptly following the Underwriter in Applicable Deadline, disclose whether or not the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event term the Company is entitled has to receive consummate a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andBusiness Combination has been extended.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest and other income earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DatePublic Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its Business Combination or to redeem 100% of the Company’s Ordinary Shares if it has not completed a Business Combination within 24 months from the closing date of the Public Offering or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with an amendment notification letter in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief Executive Officer, Officer or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreement;same; and (f) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement. (g) Within five four (4) business days after the Underwriter in the IPO, exercises Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled , which shall be up to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and$8,050,000.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Within five business days after the Underwriter Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the IPO, exercises Form of Exhibit A that the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy Deferred Discount be paid directly to the account or accounts directed by the Underwriter) of the total amount of the Deferred Discount;; and (g) In Instruct the event the Company is entitled Trustee to receive a tax refund on its income tax obligationmake only those distributions that are permitted under this Agreement, and promptly after the amount of such refund is determined on a final basis, provide refrain from instructing the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andmake any distributions that are not permitted under this Agreement.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the BoardPresident, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment its option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections paragraphs 1(i), or (j2(a) hereofand 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or losses loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest income earned on from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b)paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide such notice shall not relieve the Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; , provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheldwithheld or delayed. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements are made to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Combination, or pursuant to Section 1(j2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination;; and (e) In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(k), the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement. (f) Upon receiving the written request of a Public Shareholder to do so at any time after the date hereof, provide such Public Shareholder with a copy of any instruction provided to the Trustee pursuant to Section 1(k) or Section 1(l) along with any Notification (as defined in Exhibit A), Instruction Letter (as defined in Exhibit A), applicable flow of funds memorandum (or similar document), or any other notice delivered to the Trustee by the Company regarding the disbursement of Property from the Trust Account resulting in the Property left in the Trust Account being less than $50,750,000 (or $58,362,500 if the Underwriters’ over-allotment option is exercised in full) plus any amount eventually deposited on account of any Extension, which, in each case, shall specify to whom the Property shall be disbursed (such written notice, a “Disbursement Notice” and the date such Public Shareholder receives a Disbursement Notice, a “Disbursement Notice Date”). Each Disbursement Notice shall be delivered to such Public Shareholder at least two business days prior to the disbursement of any Property pursuant to Section 1(k) or Section 1(l) and no Property shall be disbursed from the Trust Account prior to the date that is two business days from the applicable Disbursement Notice Date. (g) At the request of any Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination, concurrently with the delivery of such shares, solely if such shares are certificated. to the Trustee, send an irrevocable written instruction letter in the form of Exhibit E to the Trustee acting as Paying/Disbursing Agent directing the Trustee to disburse no less than $10.15 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) to such Public Shareholder. (h) Following receipt of a copy of an irrevocable written instruction letter in the form of Exhibit BF delivered by a Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination to the Trustee, review such letter to confirm (i) such letter is in the form of Exhibit F, (ii) a Business Combination has been announced on or prior to the date of such letter and (iii) the number of Ordinary Shares set forth on such letter to be redeemed is not greater than the number of Ordinary Shares held by the applicable Public Shareholder solely if the Company cannot confirm the requirements of clauses (i) through (iii) of this Section 3(h), but not for any other reason, then within two days of the Company’s receipt of the applicable copy of the irrevocable written instruction letter in the form of Exhibit F (such time period, the “Objection Period”), the Company will not give notify the applicable Public Shareholder and the Trustee disbursement instructions which would be prohibited under this Agreementin writing that such irrevocable written instruction letter is a “Non-Compliant Instruction Letter” and that the Trustee shall not comply with such letter. (i). If applicable, the Company shall issue a press release at least three days prior to the Applicable Deadline announcing that, at least five days prior to the Applicable Deadline, the Company received notice from the Company’s insiders that the insiders intend to extend the Applicable Deadline; (f) Within five business days after j). Promptly following the Underwriter in Applicable Deadline, disclose whether or not the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event term the Company is entitled has to receive consummate a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andBusiness Combination has been extended.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle settle, compromise, or consent to the entry of a judgement with respect to, any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option and properly tender their shares in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by any of the Company’s Chairman of the Board, President, Chief Executive Officer, Officers or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections 1(i), or (j) through 1(m) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 1(j), 1(l) and 1(m), and the usual and customary service fees of the Trustee as set forth on Schedule A heretopaying agent (“Paying Agent”) pursuant to Section 1(k) hereof, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section 1(iSections 1(j) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(m) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual fee at the consummation of the IPO Offering and thereafter on the anniversary of the Effective Date. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide Citigroup Global Markets Inc. with a copy of any Termination Letter(s) and/or any other correspondence that the Company sends to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Within five business days after the Underwriter in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the UnderwriterCitigroup Global Markets Inc.) of the amount of such income tax refundrefund in the form of Exhibit D hereto; and (g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Within five business days after the Underwriter Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the IPO, exercises Form of Exhibit A that the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy Deferred Discount be paid directly to the Underwriter) of the total amount of the Deferred Discountaccount or accounts directed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC; (g) In Instruct the event the Company is entitled Trustee to receive a tax refund on its income tax obligationmake only those distributions that are permitted under this Agreement, and promptly after the amount of such refund is determined on a final basis, provide refrain from instructing the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andmake any distributions that are not permitted under this Agreement.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Business Officer or other authorized officer of the CompanyExecutive Chair. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until the disbursements are made to closing of the Company pursuant to Section 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)Combination. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Unless otherwise agreed between the Company and the Underwriter, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Underwriter prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and (h) Within five (5) business days after the Underwriter in the IPO, exercises the its over-allotment option in connection with the Offering (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the , which shall in no event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andbe less than $7,000,000.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest and other income earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DatePublic Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with an amendment notification letter in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount;; and (gj) In If applicable, issue a press release at least three days prior to a Deadline announcing that, at least five (5) days prior to the event Deadline, the Company is entitled received notice from the Sponsor that the Sponsor intends to receive deposit funds into the Trust Account for extending a tax refund on its income tax obligation, Deadline and promptly after the amount board of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) directors of the amount of Company has approved such income tax refundExtension; and (k) Promptly following a Deadline, disclose whether or not the deadline for the Company to consummate a Business Combination has been extended.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination involving the Company and one or more target businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreement;same; and (f) Within five business days after the Underwriter in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides Instruct the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligationmake only those distributions that are permitted under this Agreement, and promptly after the amount of such refund is determined on a final basis, provide refrain from instructing the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andmake any distributions that are not permitted under this Agreement.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President, Chief Financial Operating Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) general meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option and properly tender their shares in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional Ordinary Shares (or any unexercised portion thereof) or such over-allotment option to purchase additional Ordinary Shares expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President, Chief Financial Operating Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional shares (or any unexercised portion thereof) or such over-allotment option to purchase additional shares expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Within five business days after the Underwriter Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the IPO, exercises Form of Exhibit A that the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy Deferred Discount be paid directly to the Underwriter) of the total amount of the Deferred Discount;account or accounts directed by BofA Securities, Inc. and ▇▇▇▇▇ Fargo Securities, LLC; and (g) In Instruct the event the Company is entitled Trustee to receive a tax refund on its income tax obligationmake only those distributions that are permitted under this Agreement, and promptly after the amount of such refund is determined on a final basis, provide refrain from instructing the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andmake any distributions that are not permitted under this Agreement.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer Officer, Chairman or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j), or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not give the Trustee disbursement instructions which would be prohibited under this Agreement; (f) Within five business days after the Underwriter in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and (h) If the Company seeks to amend any provisions of its Charter that would affect the substance or timing of the Company’s Public Stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or with respect to any other provisions relating to the rights of holders of the Common Stock, (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Stockholders who exercise their conversion option in connection with such Amendment.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the an “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i), 1(j) solely in connection with the consummation of a Business Combination and Section 1(j)1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DatePublic Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) general meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its Memorandum and Articles (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of the holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in a form substantially similar to that attached hereto as Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional Units (or any unexercised portion thereof) or such over-allotment option to purchase additional Units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the , which shall in no event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andbe less than $[ ].

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections paragraphs 1(i), or (j1(j), 2(a) hereofand 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or losses loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest income earned on from investment of the Property, except for expenses and losses resulting from the Trustee’s 's gross negligence, fraud negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b)paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; , provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, fee and an annual fee and a transaction processing fee for each disbursement made as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements are made to the Company pursuant to Section 1(i) solely in connection with the consummation of a Business Combination Combination. Otherwise, fees and Section 1(j)disbursements shall be paid by the Company from other funds held outside the Trust Account. The Company shall pay the Trustee the initial acceptance fee and first year’s 's fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination; (e) In connection with the event that the Company directs the Trustee acting as Paying/Disbursing Agent to commence liquidation of the Trust Account pursuant to Exhibit BSection 1(i), the Company agrees that it will not give direct the Trustee disbursement instructions which would be prohibited under to make any payments that are not specifically authorized by this Agreement; (f) Within five business days after the Underwriter Representatives, on behalf of the underwriters in the IPO, exercises exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the UnderwriterRepresentatives) of the total amount of the Deferred Discount; (g) In the event If the Company is entitled seeks to receive amend any provisions of its Memorandum and Articles of Association relating to shareholders' rights or pre-Business Combination activity (including the substance and time within which the Company has to complete a tax refund on its income tax obligationBusiness Combination) (in each case, and promptly after an “Amendment”), the amount of such refund is determined on a final basis, Company will provide the Trustee with notice a letter (an “Amendment Notification Letter”) in writing (the form of Exhibit E providing instructions for the distribution of funds to Public Stockholders who exercise their redemption option in connection with a copy to the Underwriter) of the amount of such income tax refund; andAmendment.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer Officer, Secretary or other authorized officer Chairman of the CompanyBoard. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the M&A Fee is paid directly to the account or accounts directed by the Representative prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and (h) Within five four (4) business days after the Underwriter in the IPO, exercises Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andM&A Fee.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the BoardPresident, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment its option to purchase additional Units (or any unexercised portion thereof) or such over-allotment option to purchase additional Units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest and other income earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DatePublic Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with an amendment notification letter in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle settle, compromise, or consent to the entry of a judgement with respect to, any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount be paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares or pre-initial business combination activity (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option and properly tender their shares in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional Units (or any unexercised portion thereof) or such over-allotment option to purchase additional Units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer Officer, Secretary or other authorized officer Chairman of the CompanyBoard. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the M&A Fee is paid directly to the account or accounts directed by the Representative prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) Within five four (4) business days after the Underwriter in the IPO, exercises Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred DiscountM&A Fee; (gi) In If applicable, issue a press release at least three (3) days prior to the event Applicable Deadline announcing that, at least five (5) days prior to the Applicable Deadline, the Company is entitled received notice from the Sponsor that the Sponsor intends to receive a tax refund on its income tax obligation, and promptly after extend the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refundApplicable Deadline; and (j) Promptly following the Applicable Deadline, disclose whether or not the term the Company has to consummate a Business Combination has been extended.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections paragraphs 1(i), or (j2(a) hereofand 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or losses loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest income earned on from investment of the Property, except for expenses and losses resulting from the Trustee’s fraud, gross negligence, fraud negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b)paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide such notice shall not relieve the Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; , provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheldwithheld or delayed. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements are made to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Combination, or pursuant to Section 1(j2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination;; and (e) In connection with the event that the Company directs the Trustee acting as Paying/Disbursing Agent to commence liquidation of the Trust Account pursuant to Exhibit BSection 1(i), the Company agrees that it will not give direct the Trustee disbursement instructions which would be prohibited under to make any payments that are not specifically authorized by this Agreement;. (f) Within five business days after If the Underwriter in the IPOCompany has an Amendment approved by its shareholders, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice an Amendment Notification Letter in writing (the form of Exhibit E providing instructions for the distribution of funds to Public Shareholders who exercise their redemption rights in connection with a copy to the Underwriter) of the total amount of the Deferred Discountsuch Amendment; (g) In Provide the event the Company is entitled Representative with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence that it issues to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice respect to any proposed withdrawal from the Trust Account promptly after such issuance; and (h) Expressly provide in writing any Instruction Letter (as defined in Exhibit A) delivered in connection with a copy Termination Letter in a form substantially similar to that attached hereto as Exhibit A that the Deferred Discount be paid directly to the Underwriter) account or accounts directed by the Representative on behalf of the amount of such income tax refund; andUnderwriters.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the CompanyPresident. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In connection Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and (h) Within five four (4) business days after the Underwriter in the IPO, exercises Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest and other income earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DatePublic Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its Business Combination or to redeem 100% of the Company’s Ordinary Shares if it has not completed a Business Combination within 18 months from the closing of the Public Offering or within such later date as may be extended by the Sponsor in accordance with the Company’s amended and restated memorandum and articles of association by a deposit of additional Property into the Trust Account upon the sale of the Extension Private Placement Warrants or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with an amendment notification letter in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) or (j1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it the Trustee shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may shall not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made to the Company pursuant to Section 1(i) solely in connection with the consummation of and until a Business Combination and Section 1(j)(as defined below) is consummated. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide holders of the Common Stock the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Common Stock (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Stockholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional Units (or any unexercised portion thereof) or such over-allotment option to purchase additional Units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until the disbursements are made to closing of the Company pursuant to Section 1(i) solely in connection with the consummation of a Business Combination and Section 1(j(defined below). The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Unless otherwise agreed between the Company and the Underwriter, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Underwriter prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and (h) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment option (or any unexercised portion thereof) in connection with the Offering or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the , which shall in no event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andbe less than $5,250,000.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In connection Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Within five business days after the Underwriter in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides Instruct the Trustee with a notice in writing (with a copy to make only those distributions that are permitted under this Agreement, and refrain from instructing the Underwriter) of the total amount of the Deferred Discount;Trustee to make any distributions that are not permitted under this Agreement; and (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, Expressly provide the Trustee with notice in writing any Instruction Letter (as defined in Exhibit A) delivered in connection with a copy Termination Letter in the form of Exhibit A that the Deferred Discount be paid directly to the Underwriter) of account or accounts directed by the amount of such income tax refund; andRepresentative.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief Executive Officer, Officer or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(m) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration monthly fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a designated Inspector of Elections from a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder stockholder votes (which firm may be the Trustee) for stockholder meetings verifying the vote of the Company’s shareholders stockholders regarding such Business Combination; (e) In connection Provide Maxim Group LLC with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the same; (f) Instruct the Trustee disbursement instructions which would be prohibited to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; (fg) Within five four (4) business days after the Underwriter in the IPO, exercises Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount, which shall in no event be less than $1,625,000; (gh) In If applicable, issue a press release at least three days prior to the event Applicable Deadline announcing that, at least five days prior to the Applicable Deadline, the Company is entitled received notice from the Company’s sponsors that the sponsors intend to receive extend the Applicable Deadline; (i) Promptly following the Applicable Deadline, disclose whether or not the term the Company has to consummate a tax refund on Business Combination has been extended; (j) Not, by amendment of its income tax obligationamended and restated articles of incorporation, bylaws or other agreement, through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the rights of the Public Stockholders, and promptly will at all times in good faith carry out all of the provisions described in the Company’s amended and restated articles of incorporation, herein and in any other agreement described in the Registration Statement, in each case, as of the date hereof, and take all action as may be required to protect the rights of the Public Stockholders. For the avoidance of doubt and without limiting the generality of the foregoing, the Company will not impair the redemption rights of the Public Stockholders as described in its amended and restated articles of incorporation and in the Registration Statement, in each case, as of the date hereof, through the amendment of the Company’s amended and restated articles of incorporation or any of the agreements or arrangements described herein or otherwise, and the Company will ensure that the Public Stockholders shall at all times be granted the redemption rights as described in the Company’s amended and restated articles of incorporation, herein and in the Registration Statement, in each case, as of the date hereof. (k) Upon receiving the written request of a Public Stockholder to do so at any time after the amount of such refund is determined on a final basisdate hereof, provide the Trustee with notice in writing (such Public Stockholder with a copy of any instruction provided to the UnderwriterTrustee pursuant to Section 1(i) or Section 1(j) along with any Notification (as defined in Exhibit A), Instruction Letter (as defined in Exhibit A), applicable flow of funds memorandum (or similar document), or any other notice delivered to the Trustee by the Company regarding the disbursement of Property from the Trust Account resulting in the Property left in the Trust Account being less than $66,300,000 (or $76,245,000 if the Underwriters’ over-allotment option is exercised in full) plus any amount eventually deposited on account of any Extension, which, in each case, shall specify to whom the Property shall be disbursed (such income tax refund; andwritten notice, a "Disbursement Notice" and the date such Public Shareholder receives a Disbursement Notice, a "Disbursement Notice Date"). Each Disbursement Notice shall be delivered to such Public Shareholder at least two business days prior to the disbursement of any Property pursuant to Section 1(i) or Section 1(j) and no Property shall be disbursed from the Trust Account prior to the date that is two business days from the applicable Disbursement Notice Date.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Within five business days after Unless otherwise agreed between the Underwriter Company and the Underwriters, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the IPO, exercises form of Exhibit A expressly provides that the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy Deferred Discount is paid directly to the Underwriter) of account or accounts directed by the total amount of the Deferred Discount;Representative; and (g) In Instruct the event the Company is entitled Trustee to receive a tax refund on its income tax obligationmake only those distributions that are permitted under this Agreement, and promptly after the amount of such refund is determined on a final basis, provide refrain from instructing the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andmake any distributions that are not permitted under this Agreement.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) or (j1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it the Trustee shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made to the Company pursuant to Section 1(i) solely in connection with the consummation of and until a Business Combination and Section 1(j)(as defined below) is consummated. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in Representative, on behalf of the IPOUnderwriters, exercises the over-allotment Underwriters’ option to purchase additional Units (or any unexercised portion thereof) or such over-allotment option to purchase additional Units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections paragraphs 1(i), or (j2(a) hereofand 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or losses loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest income earned on from investment of the Property, except for expenses and losses resulting from the Trustee’s fraud, gross negligence, fraud negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b)paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide such notice shall not relieve the Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; , provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheldwithheld or delayed. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements are made to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Combination, or pursuant to Section 1(j2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination;; and (e) In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(k), the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement. (f) Upon receiving the written request of a Public Shareholder to do so at any time after the date hereof, provide such Public Shareholder with a copy of any instruction provided to the Trustee pursuant to Section 1(k) along with any Notification (as defined in Exhibit A), Instruction Letter (as defined in Exhibit A), applicable flow of funds memorandum (or similar document), or any other notice delivered to the Trustee by the Company regarding the disbursement of Property from the Trust Account resulting in the Property left in the Trust Account being less than $60,000,000 (or $69,000,000 if the Underwriters’ over-allotment option is exercised in full) plus any amount eventually deposited on account of any Extension, which, in each case, shall specify to whom the Property shall be disbursed (such written notice, a “Disbursement Notice” and the date such Public Shareholder receives a Disbursement Notice, a “Disbursement Notice Date”). Each Disbursement Notice shall be delivered to such Public Shareholder at least two business days prior to the disbursement of any Property pursuant to Section 1(k) or Section 1(l) and no Property shall be disbursed from the Trust Account prior to the date that is two business days from the applicable Disbursement Notice Date. (g) At the request of any Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination, concurrently with the delivery of such shares, solely if such shares are certificated. to the Trustee, send an irrevocable written instruction letter in the form of Exhibit D to the Trustee acting as Paying/Disbursing Agent directing the Trustee to disburse no less than $10.00 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) to such Public Shareholder. (h) Following receipt of a copy of an irrevocable written instruction letter in the form of Exhibit BE delivered by a Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination to the Trustee, review such letter to confirm (i) such letter is in the form of Exhibit E, (ii) a Business Combination has been announced on or prior to the date of such letter and (iii) the number of Ordinary Shares set forth on such letter to be redeemed is not greater than the number of Ordinary Shares held by the applicable Public Shareholder solely if the Company cannot confirm the requirements of clauses (i) through (iii) of this Section 3(h), but not for any other reason, then within two days of the Company’s receipt of the applicable copy of the irrevocable written instruction letter in the form of Exhibit E (such time period, the “Objection Period”), the Company will not give notify the applicable Public Shareholder and the Trustee disbursement instructions which would be prohibited under this Agreement; (f) Within five business days after the Underwriter in the IPO, exercises the overwriting that such irrevocable written instruction letter is a “Non-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides Compliant Instruction Letter” and that the Trustee shall not comply with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andletter.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Within five business days after the Underwriter Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the IPO, exercises Form of Exhibit A that the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy Deferred Discount be paid directly to the Underwriter) of the total amount of the Deferred Discount;account or accounts directed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC and PJT Partners LP; and (g) In Instruct the event the Company is entitled Trustee to receive a tax refund on its income tax obligationmake only those distributions that are permitted under this Agreement, and promptly after the amount of such refund is determined on a final basis, provide refrain from instructing the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andmake any distributions that are not permitted under this Agreement.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) or (j1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares or pre-initial Business Combination activity (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in Representative, on behalf of the IPOUnderwriters, exercises the over-allotment Underwriters’ option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Within five business days after the Underwriter Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the IPO, exercises Form of Exhibit A that the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy Deferred Discount be paid directly to the Underwriter) of the total amount of the Deferred Discount;account or accounts directed by BofA Securities, Inc. and ▇▇▇▇▇ and Company, LLC; and (g) In Instruct the event the Company is entitled Trustee to receive a tax refund on its income tax obligationmake only those distributions that are permitted under this Agreement, and promptly after the amount of such refund is determined on a final basis, provide refrain from instructing the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andmake any distributions that are not permitted under this Agreement.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections paragraphs 1(i), or (j2(a) hereofand 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or losses loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest income earned on from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b)paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide such notice shall not relieve the Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; , provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheldwithheld or delayed. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements are made to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Combination, or pursuant to Section 1(j2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination;; and (e) In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement. (f) Upon receiving the written request of a Public Shareholder to do so at any time after the date hereof, provide such Public Shareholder with a copy of any instruction provided to the Trustee pursuant to Section 1(i) or Section 1(j) along with any Notification (as defined in Exhibit A), Instruction Letter (as defined in Exhibit A), applicable flow of funds memorandum (or similar document), or any other notice delivered to the Trustee by the Company regarding the disbursement of Property from the Trust Account resulting in the Property left in the Trust Account being less than $60,300,000 (or $69,345,000 if the Underwriters’ over-allotment option is exercised in full) plus any amount eventually deposited on account of any Extension, which, in each case, shall specify to whom the Property shall be disbursed (such written notice, a “Disbursement Notice” and the date such Public Shareholder receives a Disbursement Notice, a “Disbursement Notice Date”). Each Disbursement Notice shall be delivered to such Public Shareholder at least two business days prior to the disbursement of any Property pursuant to Section 1(i) or Section 1(j) and no Property shall be disbursed from the Trust Account prior to the date that is two business days from the applicable Disbursement Notice Date. (g) At the request of any Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination, concurrently with the delivery of such shares, solely if such shares are certificated. to the Trustee, send an irrevocable written instruction letter in the form of Exhibit E to the Trustee acting as Paying/Disbursing Agent directing the Trustee to disburse no less than $10.05 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) to such Public Shareholder. (h) Following receipt of a copy of an irrevocable written instruction letter in the form of Exhibit BF delivered by a Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination to the Trustee, review such letter to confirm (i) such letter is in the form of Exhibit F, (ii) a Business Combination has been announced on or prior to the date of such letter and (iii) the number of ordinary shares set forth on such letter to be redeemed is not greater than the number of ordinary shares held by the applicable Public Shareholder. Solely if the Company cannot confirm the requirements of clauses (i) through (iii) of this Section 3(h), but not for any other reason, then within two days of the Company’s receipt of the applicable copy of the irrevocable written instruction letter in the form of Exhibit F (such time period, the “Objection Period”), the Company will not give notify the applicable Public Shareholder and the Trustee disbursement instructions which would be prohibited under this Agreementin writing that such irrevocable written instruction letter is a “Non-Compliant Instruction Letter” and that the Trustee shall not comply with such letter. (i) If applicable, the Company shall issue a press release at least three days prior to the Applicable Deadline announcing that, at least five days prior to the Applicable Deadline, the Company received notice from the Company’s insiders that the insiders intend to extend the Applicable Deadline; (fj) Within five business days after Promptly following the Underwriter in Applicable Deadline, disclose whether or not the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event term the Company is entitled has to receive consummate a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andBusiness Combination has been extended.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections paragraphs 1(i), or (j1(j), 2(a) hereofand 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or losses loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest income earned on from investment of the Property, except for expenses and losses resulting from the Trustee’s 's gross negligence, fraud negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b)paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; , provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, fee and an annual fee and a transaction processing fee for each disbursement made as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements are made to the Company pursuant to Section 1(i) solely in connection with the consummation of a Business Combination Combination. Otherwise, fees and Section 1(j)disbursements shall be paid by the Company from other funds held outside the Trust Account. The Company shall pay the Trustee the initial acceptance fee and first year’s 's fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination; (e) In connection with the event that the Company directs the Trustee acting as Paying/Disbursing Agent to commence liquidation of the Trust Account pursuant to Exhibit BSection 1(i), the Company agrees that it will not give direct the Trustee disbursement instructions which would be prohibited under to make any payments that are not specifically authorized by this Agreement; (f) Within five business days after Maxim, on behalf of the Underwriter underwriters in the IPO, exercises exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the UnderwriterMaxim) of the total amount of the Deferred Discount; (g) In the event If the Company is entitled seeks to receive amend any provisions of its Memorandum and Articles of Association relating to shareholders' rights or pre-Business Combination activity (including the substance and time within which the Company has to complete a tax refund on its income tax obligationBusiness Combination) (in each case, and promptly after an “Amendment”), the amount of such refund is determined on a final basis, Company will provide the Trustee with notice a letter (an “Amendment Notification Letter”) in writing (the form of Exhibit E providing instructions for the distribution of funds to Public Stockholders who exercise their redemption option in connection with a copy to the Underwriter) of the amount of such income tax refund; andAmendment.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections Section 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, ; provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Underwriter, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Underwriter on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option and properly tender their shares in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the , which shall in no event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andbe less than $7,000,000.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Co-Chairman of the Board, Co-Chief Executive Officer, Officer or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections 1(i), or (j2(a) hereofand 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;. (b) Subject to the provisions of Section 4 Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or losses loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest income earned on from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b3(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide such notice shall not relieve the Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; , provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheldwithheld or delayed. The Company may participate in such action with its own counsel;. (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements are made to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of the Company’s initial acquisition, share exchange, share reconstruction and amalgamation, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination and Combination”), or pursuant to Section 1(j2 (b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;. (d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination;. (e) In connection with the event that the Company directs the Trustee acting as Paying/Disbursing Agent to commence liquidation of the Trust Account pursuant to Exhibit BSection 1(i), the Company agrees that it will not give direct the Trustee disbursement instructions which would be prohibited under to make any payments that are not specifically authorized by this Agreement; (f) Within five business days after the Underwriter in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Non-Executive Chairman of the Board, Chief Executive Officer, President or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In connection Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and (g) Within five four (4) business days after the Underwriter in the IPO, exercises Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the , which shall in no event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andbe less than $8,750,000.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle settle, compromise, or consent to the entry of a judgement with respect to, any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option and properly tender their shares in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to:: ​ (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Co-Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;; ​ ​ ​ ​ (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;; ​ (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof;; ​ (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination;; ​ (e) In Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; ​ (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; ​ ​ ​ (g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; ​ (h) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Trustee acting as Paying/Disbursing Agent pursuant Company’s initial Business Combination or to Exhibit redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will not give provide the Trustee disbursement with a letter in the form of Exhibit D providing instructions which would be prohibited under this Agreement;for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (fi) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and. ​

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Within five business days after the Underwriter Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the IPO, exercises Form of Exhibit A that the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy Deferred Discount be paid directly to the Underwriter) of the total amount of the Deferred Discount;account or accounts directed by UBS Securities LLC, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated and BTIG, LLC; and (g) In Instruct the event the Company is entitled Trustee to receive a tax refund on its income tax obligationmake only those distributions that are permitted under this Agreement, and promptly after the amount of such refund is determined on a final basis, provide refrain from instructing the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andmake any distributions that are not permitted under this Agreement.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer Board or President or other authorized officer officer, provided that any Termination Letter shall be given pursuant to the requirements of the Companyparagraph 1(j) hereof. In addition, except with respect to its duties under Sections paragraphs 1(i), or (j1(j), 2(a) hereofand 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons authorized above by this paragraph to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreement, hold Hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or losses loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest income earned on from investment of the Property, except for expenses and losses resulting from the Trustee’s 's gross negligence, fraud negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b)paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Section 2 as set forth on Schedule A hereto, which fees shall be subject to modification by mutual agreement of the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and further agreed that said transaction processing fees shall be deducted by the Trustee from accumulated income at the time that disbursements are made to the Company pursuant to Section 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)2. The Company shall pay the Trustee the initial acceptance fee and first year’s annual fee at the consummation of the IPO and the annual fee thereafter on the anniversary of the Effective Date. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A 3(c) and as may be provided in Section 2(b3(b) hereof;hereof (it being expressly understood that the Property shall not be used to make any payments to the Trustee under such Sections, except to the extent it is distributed to the Company pursuant to Section 2); and (d) In connection with any vote of the Company’s shareholders stockholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder stockholder votes (which firm may be the Trustee) verifying the vote of the Company’s shareholders stockholders regarding such Business Combination; (e) In connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not give the Trustee disbursement instructions which would be prohibited under this Agreement; (f) Within five business days after the Underwriter in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s President, Chairman of the Board, Board or Chief Executive Officer, Officer or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections 1(i1(j), or (j1(k) hereofand 1(l) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheldwithheld or delayed. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheldwithheld or delayed. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made to the Company and until it is distributed pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and IPO, and, thereafter on pay the anniversary of the Effective Dateannual fee. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreement;same; and (f) Within five business days after the Underwriter in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event that the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide directs the Trustee with notice in writing (with a copy to the Underwriter) commence liquidation of the amount of such income tax refund; andTrust Account pursuant to Section 1(i), the Company agrees that it will not direct the Trustee to make any payments not specifically authorized by this Agreement.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief Executive Officer, Officer or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(j) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s monthly fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration monthly fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In connection Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and (h) Within five four (4) business days after the Underwriter in the IPO, exercises Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event , which, unless otherwise agreed between the Company is entitled to receive a tax refund on its income tax obligationand the Representatives, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice shall in writing (with a copy to the Underwriter) of the amount of such income tax refund; andno event be less than $18,400,000.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Principal Financial and Accounting Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, Underwriters exercises the over-allotment its option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section 1(i) solely in connection with the upon consummation of a Business Combination and Section 1(j(defined below). The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the same; (f) [Reserved] (g) Instruct the Trustee disbursement instructions which would be prohibited to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; (fh) Within five business If applicable, issue a press release at least three days after the Underwriter in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy prior to the Underwriter) of Applicable Deadline announcing that, at least five days prior to the total amount of Applicable Deadline, the Deferred Discount;Company received notice from the Sponsor that the Sponsor intends to deposit funds into the Trust Account for extending the Applicable Deadline and the Board has approved such Extension; and (gi) In Promptly following the event Applicable Deadline, disclose whether or not the deadline for the Company is entitled to receive consummate a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andBusiness Combination has been extended.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) or (j1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares or pre-initial Business Combination activity (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in Representatives, on behalf of the IPOUnderwriters, exercises the over-allotment exercise their option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief Executive Officer, Officer or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(m) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration monthly fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a designated Inspector of Elections from a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder stockholder votes (which firm may be the Trustee) for stockholder meetings verifying the vote of the Company’s shareholders stockholders regarding such Business Combination; (e) In connection Provide Maxim Group LLC with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the same; (f) Instruct the Trustee disbursement instructions which would be prohibited to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; (fg) Within five business If applicable, issue a press release at least three days after the Underwriter in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy prior to the Underwriter) of Applicable Deadline announcing that, at least five days prior to the total amount of Applicable Deadline, the Deferred Discount;Company received notice from the Company’s sponsors that the sponsors intend to extend the Applicable Deadline; and (gh) In Promptly following the event Applicable Deadline, disclose whether or not the term the Company is entitled has to receive consummate a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andBusiness Combination has been extended.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman Chairperson of the Board, President, Chief Executive Officer, Chief Financial Officer or other authorized officer of the CompanySecretary. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the same; f) Instruct the Trustee disbursement instructions which would be prohibited to make only those distributions that are permitted under this Agreement;, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and (fg) Within five four (4) business days after the Underwriter in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the , which shall in no event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andbe less than $7,000,000.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the CompanySecretary. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Underwriters with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Unless otherwise agreed between the Company and the Underwriters, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and (h) Within five four (4) business days after the Underwriter in the IPO, Underwriters exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections paragraphs 1(i), or (j2(a) hereofand 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or losses loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest income earned on from investment of the Property, except for expenses and losses resulting from the Trustee’s fraud, gross negligence, fraud negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b)paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide such notice shall not relieve the Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; , provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheldwithheld or delayed. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements are made to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Combination, or pursuant to Section 1(j2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination;; and (e) In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement. (f) Upon receiving the written request of a Public Shareholder to do so at any time after the date hereof, provide such Public Shareholder with a copy of any instruction provided to the Trustee pursuant to Section 1(i) or Section 1(k) along with any Notification (as defined in Exhibit A), Instruction Letter (as defined in Exhibit A), applicable flow of funds memorandum (or similar document), or any other notice delivered to the Trustee by the Company regarding the disbursement of Property from the Trust Account resulting in the Property left in the Trust Account being less than $60,300,000 (or $69,345,000 if the Underwriters’ over-allotment option is exercised in full) plus any amount eventually deposited on account of any Extension, which, in each case, shall specify to whom the Property shall be disbursed (such written notice, a “Disbursement Notice” and the date such Public Shareholder receives a Disbursement Notice, a “Disbursement Notice Date”). Each Disbursement Notice shall be delivered to such Public Shareholder at least two business days prior to the disbursement of any Property pursuant to Section 1(i) or Section 1(k) and no Property shall be disbursed from the Trust Account prior to the date that is two business days from the applicable Disbursement Notice Date. (g) At the request of any Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination, concurrently with the delivery of such shares, solely if such shares are certificated. to the Trustee, send an irrevocable written instruction letter in the form of Exhibit E to the Trustee acting as Paying/Disbursing Agent directing the Trustee to disburse no less than $10.05 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) to such Public Shareholder. (h) Following receipt of a copy of an irrevocable written instruction letter in the form of Exhibit BF delivered by a Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination to the Trustee, review such letter to confirm (i) such letter is in the form of Exhibit F, (ii) a Business Combination has been announced on or prior to the date of such letter and (iii) the number of ordinary shares set forth on such letter to be redeemed is not greater than the number of ordinary shares held by the applicable Public Shareholder. Solely if the Company cannot confirm the requirements of clauses (i) through (iii) of this Section 3(h), but not for any other reason, then within two days of the Company’s receipt of the applicable copy of the irrevocable written instruction letter in the form of Exhibit F (such time period, the “Objection Period”), the Company will not give notify the applicable Public Shareholder and the Trustee disbursement instructions which would be prohibited under this Agreementin writing that such irrevocable written instruction letter is a “Non-Compliant Instruction Letter” and that the Trustee shall not comply with such letter. (i) If applicable, the Company shall issue a press release at least three days prior to the Applicable Deadline announcing that, at least five days prior to the Applicable Deadline, the Company received notice from the Company’s insiders that the insiders intend to extend the Applicable Deadline; (fj) Within five business days after Promptly following the Underwriter in Applicable Deadline, disclose whether or not the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event term the Company is entitled has to receive consummate a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andBusiness Combination has been extended.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination involving the Company and one or more target businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Within five business days after the Underwriter in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides Instruct the Trustee with a notice in writing (with a copy to make only those distributions that are permitted under this Agreement, and refrain from instructing the Underwriter) of the total amount of the Deferred Discount;Trustee to make any distributions that are not permitted under this Agreement; and (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, Expressly provide the Trustee with notice in writing any Instruction Letter (as defined in Exhibit A) delivered in connection with a copy Termination Letter in the form of Exhibit A that the Deferred Commission be paid directly to the Underwriter) of account or accounts directed by the amount of such income tax refund; andRepresentative and the Ro▇▇ ▇ee be paid directly to the account or accounts directed by Ro▇▇.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(i),1(j) hereofand 1(k)hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and 2(c)and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a Business any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination involving the Company and one or more businesses (a“Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In connection Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Within five business days after the Underwriter Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the IPO, exercises Form of Exhibit A that the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy Deferred Discount be paid directly to the Underwriter) of account or accounts directed by the total amount of the Deferred Discount;Representative; and (g) In Instruct the event the Company is entitled Trustee to receive a tax refund on its income tax obligationmake only those distributions that are permitted under this Agreement, and promptly after the amount of such refund is determined on a final basis, provide refrain from instructing the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andmake any distributions that are not permitted under this Agreement.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) or (j1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it the Trustee shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may shall not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made to the Company pursuant to Section 1(i) solely in connection with the consummation of and until a Business Combination and Section 1(j)(as defined below) is consummated. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide holders of the Common Stock the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Common Stock (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Stockholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional Units (or any unexercised portion thereof) or such over-allotment option to purchase additional Units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination involving the Company and one or more target businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Within five business days after the Underwriter in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides Instruct the Trustee with a notice in writing (with a copy to make only those distributions that are permitted under this Agreement, and refrain from instructing the Underwriter) of the total amount of the Deferred Discount;Trustee to make any distributions that are not permitted under this Agreement; and (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, Expressly provide the Trustee with notice in writing any Instruction Letter (as defined in Exhibit A) delivered in connection with a copy Termination Letter in the form of Exhibit A that the Deferred Commission be paid directly to the Underwriter) of account or accounts directed by the amount of such income tax refund; andRepresentative and the ▇▇▇▇ Fee be paid directly to the account or accounts directed by ▇▇▇▇.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, [Chief Executive Officer, Chief Financial Officer Officer] or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriter prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment its option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section 1(i) solely in connection with the upon consummation of a Business Combination and Section 1(j(defined below). The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the same; (f) [Reserved] (g) Instruct the Trustee disbursement instructions which would be prohibited to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; (fh) Within five business If applicable, issue a press release at least three days after the Underwriter in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy prior to the Underwriter) of Applicable Deadline announcing that, at least five days prior to the total amount of Applicable Deadline, the Deferred Discount;Company received notice from the Sponsor that the Sponsor intends to deposit funds into the Trust Account for extending the Applicable Deadline and the Board has approved such Extension; and (gi) In Promptly following the event Applicable Deadline, disclose whether or not the deadline for the Company is entitled to receive consummate a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andBusiness Combination has been extended.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief Executive Officer, Officer or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(j) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s monthly fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration monthly fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In connection Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) unless otherwise agreed between the Company and the Represetantives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and (h) Within five four (4) business days after the Underwriter in the IPO, exercises Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event , which, unless otherwise agreed between the Company is entitled to receive a tax refund on its income tax obligationand the Representatives, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice shall in writing (with a copy to the Underwriter) of the amount of such income tax refund; andno event be less than $14,000,000.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Principal Financial and Accounting Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, Underwriters exercises the over-allotment its option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections paragraphs 1(i), or (j2(a) hereofand 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or losses loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest income earned on from investment of the Property, except for expenses and losses resulting from the Trustee’s fraud, gross negligence, fraud negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b)paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide such notice shall not relieve the Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; , provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheldwithheld or delayed. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements are made to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Combination, or pursuant to Section 1(j2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination;; and (e) In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement. (f) Upon receiving the written request of a Public Shareholder to do so at any time after the date hereof, provide such Public Shareholder with a copy of any instruction provided to the Trustee pursuant to Section 1(i) or Section 1(j) along with any Notification (as defined in Exhibit A), Instruction Letter (as defined in Exhibit A), applicable flow of funds memorandum (or similar document), or any other notice delivered to the Trustee by the Company regarding the disbursement of Property from the Trust Account resulting in the Property left in the Trust Account being less than $61,200,000 (or $70,380,000 if the Underwriters’ over-allotment option is exercised in full) plus any amount eventually deposited on account of any Extension, which, in each case, shall specify to whom the Property shall be disbursed (such written notice, a “Disbursement Notice” and the date such Public Shareholder receives a Disbursement Notice, a “Disbursement Notice Date”). Each Disbursement Notice shall be delivered to such Public Shareholder at least two business days prior to the disbursement of any Property pursuant to Section 1(i) or Section 1(j) and no Property shall be disbursed from the Trust Account prior to the date that is two business days from the applicable Disbursement Notice Date. (g) At the request of any Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination, concurrently with the delivery of such shares, solely if such shares are certificated. to the Trustee, send an irrevocable written instruction letter in the form of Exhibit E to the Trustee acting as Paying/Disbursing Agent directing the Trustee to disburse no less than $10.20 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) to such Public Shareholder. (h) Following receipt of a copy of an irrevocable written instruction letter in the form of Exhibit BF delivered by a Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination to the Trustee, review such letter to confirm (i) such letter is in the form of Exhibit F, (ii) a Business Combination has been announced on or prior to the date of such letter and (iii) the number of ordinary shares set forth on such letter to be redeemed is not greater than the number of ordinary shares held by the applicable Public Shareholder. Solely if the Company cannot confirm the requirements of clauses (i) through (iii) of this Section 3(h), but not for any other reason, then within two days of the Company’s receipt of the applicable copy of the irrevocable written instruction letter in the form of Exhibit F (such time period, the “Objection Period”), the Company will not give notify the applicable Public Shareholder and the Trustee disbursement instructions which would be prohibited under this Agreementin writing that such irrevocable written instruction letter is a “Non-Compliant Instruction Letter” and that the Trustee shall not comply with such letter. (i) If applicable, the Company shall issue a press release at least three days prior to the Applicable Deadline announcing that, at least five days prior to the Applicable Deadline, the Company received notice from the Company’s insiders that the insiders intend to extend the Applicable Deadline; (fj) Within five business days after Promptly following the Underwriter in Applicable Deadline, disclose whether or not the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event term the Company is entitled has to receive consummate a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andBusiness Combination has been extended.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President, Chief Financial Operating Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basisthrough 1(k) with respect to any period after the liquidation of the Trust Accounthereof. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) general meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option and properly tender their shares in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, exercises the over-allotment Underwriters exercise their option to purchase additional Ordinary Shares (or any unexercised portion thereof) or such over-allotment option to purchase additional Ordinary Shares expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Co-Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (jk) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in the IPO, Underwriters exercises the over-allotment their option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), or (j1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section through 1(j)) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust AccountOffering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination involving the Company and one or more target businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating shareholder votes (which firm may be elections for the Trustee) stockholder meeting verifying the vote of the Company’s shareholders such stockholders regarding such Business Combination; (e) In connection Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee acting as Paying/Disbursing Agent pursuant with respect to Exhibit B, any proposed withdrawal from the Company will not give Trust Account promptly after it issues the Trustee disbursement instructions which would be prohibited under this Agreementsame; (f) Within five business days after the Underwriter in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides Instruct the Trustee with a notice in writing (with a copy to make only those distributions that are permitted under this Agreement, and refrain from instructing the Underwriter) of the total amount of the Deferred Discount;Trustee to make any distributions that are not permitted under this Agreement; and (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, Expressly provide the Trustee with notice in writing any Instruction Letter (as defined in Exhibit A) delivered in connection with a copy Termination Letter in the form of Exhibit A that the Deferred Commission be paid directly to the Underwriter) of account or accounts directed by the amount of such income tax refund; andRepresentative.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections paragraphs 1(i), or (j2(a) hereofand 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or losses loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest income earned on from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b)paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide such notice shall not relieve the Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; , provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheldwithheld or delayed. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements are made to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Combination, or pursuant to Section 1(j2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination;; and (e) In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement. (f) Upon receiving the written request of a Public Shareholder to do so at any time after the date hereof, provide such Public Shareholder with a copy of any instruction provided to the Trustee pursuant to Section 1(i) or Section 1(j) along with any Notification (as defined in Exhibit A), Instruction Letter (as defined in Exhibit A), applicable flow of funds memorandum (or similar document), or any other notice delivered to the Trustee by the Company regarding the disbursement of Property from the Trust Account resulting in the Property left in the Trust Account being less than $60,000,000 (or $69,000,000 if the Underwriter’s over-allotment option is exercised in full) plus any amount eventually deposited on account of any Extension, which, in each case, shall specify to whom the Property shall be disbursed (such written notice, a “Disbursement Notice” and the date such Public Shareholder receives a Disbursement Notice, a “Disbursement Notice Date”). Each Disbursement Notice shall be delivered to such Public Shareholder at least two business days prior to the disbursement of any Property pursuant to Section 1(i) or Section 1(j) and no Property shall be disbursed from the Trust Account prior to the date that is two business days from the applicable Disbursement Notice Date. (g) At the request of any Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination, concurrently with the delivery of such shares, solely if such shares are certificated. to the Trustee, send an irrevocable written instruction letter in the form of Exhibit E to the Trustee acting as Paying/Disbursing Agent directing the Trustee to disburse no less than $10.00 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) to such Public Shareholder. (h) Following receipt of a copy of an irrevocable written instruction letter in the form of Exhibit BF delivered by a Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination to the Trustee, review such letter to confirm (i) such letter is in the form of Exhibit F, (ii) a Business Combination has been announced on or prior to the date of such letter and (iii) the number of ordinary shares set forth on such letter to be redeemed is not greater than the number of ordinary shares held by the applicable Public Shareholder. Solely if the Company cannot confirm the requirements of clauses (i) through (iii) of this Section 3(h), but not for any other reason, then within two days of the Company’s receipt of the applicable copy of the irrevocable written instruction letter in the form of Exhibit F (such time period, the “Objection Period”), the Company will not give notify the applicable Public Shareholder and the Trustee disbursement instructions which would be prohibited under this Agreementin writing that such irrevocable written instruction letter is a “Non-Compliant Instruction Letter” and that the Trustee shall not comply with such letter. (i) If applicable, the Company shall issue a press release at least three days prior to the Applicable Deadline announcing that, at least five days prior to the Applicable Deadline, the Company received notice from the Company’s insiders that the insiders intend to extend the Applicable Deadline; (fj) Within five business days after Promptly following the Underwriter in Applicable Deadline, disclose whether or not the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event term the Company is entitled has to receive consummate a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andBusiness Combination has been extended.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) or (j1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it it, in good faith and with reasonable care care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 of this Agreementhereof, hold the Trustee harmless and indemnify the Trustee from and against, against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made and until it is distributed to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Section 1(j)through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first year’s annual administration fee at the consummation of the IPO and thereafter on the anniversary of the Effective DateOffering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A ) and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business inspector of soliciting proxies and/or tabulating elections for the shareholder votes (which firm may be the Trustee) meeting verifying the vote of the Company’s such shareholders regarding such Business Combination; (e) In Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit Bmake only those distributions that are permitted under this Agreement, the Company will not give and refrain from instructing the Trustee disbursement instructions which would be prohibited to make any distributions that are not permitted under this Agreement; (fh) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares or pre-initial Business Combination activity (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i) Within five (5) business days after the Underwriter in Representatives, on behalf of the IPOUnderwriters, exercises the over-allotment exercise their option to purchase additional units (or any unexercised portion thereof) or such over-allotment option to purchase additional units expires, provides provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; and.

Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President or Chief Financial Officer or other authorized officer of the CompanyOfficer. In addition, except with respect to its duties under Sections paragraphs 1(i), or (j2(a) hereofand 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 4 Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or losses loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest income earned on from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b)paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide such notice shall not relieve the Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; , provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheldwithheld or delayed. The Company may participate in such action with its own counsel; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements are made to the Company pursuant to Section Sections 1(i) solely in connection with the consummation of a Business Combination and Combination, or pursuant to Section 1(j2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination;; and (e) In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement. (f) Upon receiving the written request of a Public Shareholder to do so at any time after the date hereof, provide such Public Shareholder with a copy of any instruction provided to the Trustee pursuant to Section 1(i) or Section 1(j) along with any Notification (as defined in Exhibit A), Instruction Letter (as defined in Exhibit A), applicable flow of funds memorandum (or similar document), or any other notice delivered to the Trustee by the Company regarding the disbursement of Property from the Trust Account resulting in the Property left in the Trust Account being less than $60,300,000 (or $69,345,000 if the Underwriters’ over-allotment option is exercised in full) plus any amount eventually deposited on account of any Extension, which, in each case, shall specify to whom the Property shall be disbursed (such written notice, a “Disbursement Notice” and the date such Public Shareholder receives a Disbursement Notice, a “Disbursement Notice Date”). Each Disbursement Notice shall be delivered to such Public Shareholder at least two business days prior to the disbursement of any Property pursuant to Section 1(i) or Section 1(j) and no Property shall be disbursed from the Trust Account prior to the date that is two business days from the applicable Disbursement Notice Date. (g) At the request of any Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination, concurrently with the delivery of such shares, solely if such shares are certificated. to the Trustee, send an irrevocable written instruction letter in the form of Exhibit E to the Trustee acting as Paying/Disbursing Agent directing the Trustee to disburse no less than $10.00 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) to such Public Shareholder. (h) Following receipt of a copy of an irrevocable written instruction letter in the form of Exhibit BF delivered by a Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination to the Trustee, review such letter to confirm (i) such letter is in the form of Exhibit F, (ii) a Business Combination has been announced on or prior to the date of such letter and (iii) the number of ordinary shares set forth on such letter to be redeemed is not greater than the number of ordinary shares held by the applicable Public Shareholder. Solely if the Company cannot confirm the requirements of clauses (i) through (iii) of this Section 3(h), but not for any other reason, then within two days of the Company’s receipt of the applicable copy of the irrevocable written instruction letter in the form of Exhibit F (such time period, the “Objection Period”), the Company will not give notify the applicable Public Shareholder and the Trustee disbursement instructions which would be prohibited under this Agreementin writing that such irrevocable written instruction letter is a “Non-Compliant Instruction Letter” and that the Trustee shall not comply with such letter. (i) If applicable, the Company shall issue a press release at least three days prior to the Applicable Deadline announcing that, at least five days prior to the Applicable Deadline, the Company received notice from the Company’s insiders that the insiders intend to extend the Applicable Deadline; (fj) Within five business days after Promptly following the Underwriter in Applicable Deadline, disclose whether or not the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provides the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount; (g) In the event term the Company is entitled has to receive consummate a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount of such income tax refund; andBusiness Combination has been extended.