Common use of Business Combination Clause in Contracts

Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of Common Stock and Warrants for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission; such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each Public Shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Common Stock held by such Public Shareholder for an amount in cash equal to (A) the aggregate amount then on deposit in the Trust Account representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, Xxxxx Investments, Xxxxxxxxxx, Xxxxxxxxx and each of the Company’s directors, officers and director nominees party to an Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), dived by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; only Public Shareholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith; in the event that the Company does not effect a Business Combination by eighteen (18) months from the Initial Closing Date (or twenty-one (21) months from the Initial Closing Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the Initial Closing Date but has not completed the initial Business Combination within such eighteen (18) month period), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less such net interest in an amount of up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law; only Public Shareholders holding Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment to its Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the outstanding Public Shares if the Company has not consummated a Business Combination within eighteen (18) months from the closing of the Offering (or twenty-one (21) months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the closing of the Offering but has not completed the initial Business Combination within such eighteen (18) month period), as further described in the Company’s Amended and Restated Certificate of Incorporation, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of Common Stock and Warrants for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission; such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each Public Shareholder Stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Common Stock Public Shares held by such Public Shareholder Stockholder for an amount in cash equal to (A) the aggregate amount then on deposit in the Trust Account representing Account, calculated as of two (x2) business days prior to the net proceeds held in the Trust Account from the Offering and the sale consummation of the Private Placement Units and (y) any initial Business Combination, including interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, Xxxxx Investments, Xxxxxxxxxx, Xxxxxxxxx Investments and each of the Company’s directors, officers and director nominees party to an the Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account representing (1) the net proceeds held in the Trust Account from the Offering and the sale Account, calculated as of the Private Placement Units and two (2) any business days prior to the consummation of the initial Business Combination, including interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), dived divided by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders Stockholders who affirmatively requested such redemption; provided that only Public Shareholders Stockholders holding Common Stock who properly exercise their redemption rightsrights (and do not properly withdraw such exercise), in accordance with the applicable tender offer or proxy materials related to such Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith; in the event that the Company does not effect a Business Combination by eighteen twenty-four (1824) months from the Initial Closing Date (or twenty-one (21) months from such later date as has been approved pursuant to a valid amendment to the Initial Closing Date if the Company has executed a letter Amended and Restated Certificate of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the Initial Closing Date but has not completed the initial Business Combination within such eighteen (18) month periodIncorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable payable, and less such net interest in an amount of up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public ShareholdersStockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, ) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law; only Public Shareholders Stockholders holding Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment to its Amended and Restated Certificate of Incorporation that would affect (a) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or to redeem 100% of the outstanding Public Shares if the Company has not consummated a Business Combination within eighteen twenty-four (1824) months from the closing of the Offering Initial Closing Date or (b) with respect to any other provision relating to stockholders’ rights or twentypre-one (21) months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the closing of the Offering but has not completed the initial Business Combination within such eighteen (18) month period)activity, as further described in the Company’s Amended and Restated Certificate of Incorporation, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of Common Stock and Warrants Public Shares for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission; such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each Public Shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Common Stock Public Shares held by such Public Shareholder for an amount in cash equal to (A) the aggregate amount then on deposit in the Trust Account representing Account, calculated as of two (x2) business days prior to the net proceeds held in the Trust Account from the Offering and the sale consummation of the Private Placement Units and (y) any initial Business Combination, including interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) Shares then outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s stockholders shareholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, Xxxxx Investments, Xxxxxxxxxx, Xxxxxxxxx Sponsor and each of the Company’s directors, officers and director nominees party to an the Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units Shares, Alignment Shares and any other shares of Common Stock Ordinary Shares purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares of Common Stock Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account representing (1) the net proceeds held in the Trust Account from the Offering and the sale Account, calculated as of the Private Placement Units and two (2) any business days prior to the consummation of the initial Business Combination, including interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), dived divided by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders shareholders at a duly-held stockholder shareholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem the Common StockPublic Shares, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; provided that only Public Shareholders holding Common Stock Public Shares who properly exercise their redemption rightsrights (and do not properly withdraw such exercise), in accordance with the applicable tender offer or proxy materials related to such Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith; in the event that the Company does not effect a Business Combination by eighteen twenty-four (1824) months from the Initial Closing Date (or twenty-one (21) 27 months from the Initial Closing Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the Initial Closing Date but has not completed the initial a Business Combination within such eighteen twenty-four (1824) month period, or such later date as has been approved pursuant to a valid amendment to the Amended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable payable, and less such net interest in an amount of up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, ) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law; only Public Shareholders holding Common Stock included in the Public Units Shares shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment to its Amended and Restated Certificate Memorandum and Articles of Incorporation that would affect Association (a) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or to redeem 100% of the outstanding Public Shares if the Company has not consummated a Business Combination within eighteen twenty-four (1824) months from the closing of the Offering Initial Closing Date (or twenty-one seven (2127) months from the closing of the Offering if the Company has executed a letter of intentmonths, agreement in principle as applicable) or definitive agreement for an (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination within eighteen (18) months from the closing of the Offering but has not completed the initial Business Combination within such eighteen (18) month period)activity, as further described in the Company’s Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of Common Stock and Warrants for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission; such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each Public Shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Common Stock held by such Public Shareholder for an amount in cash equal to (A) the aggregate amount then on deposit in the Trust Account representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, Xxxxx Investments, Xxxxxxxxxx, Xxxxxxxxx and each of the Company’s directors, officers and director nominees party to an Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), dived by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; ifIf, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stockshares, at the Redemption Price, from those Public Shareholders Stockholders who affirmatively requested such redemption; only . Only Public Shareholders Stockholders holding shares of Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business CombinationCombination and the Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws of the Company, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith; in . In the event that the Company does not effect a Business Combination by eighteen (18) months from the Initial Closing Date (or twenty-one (21) months months, as applicable) from the Initial Closing Date if closing of the Company Offering (or such later date as has executed been approved pursuant to a letter valid amendment to the Company’s Amended and Restated Certificate of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the Initial Closing Date but has not completed the initial Business Combination within such eighteen (18) month periodIncorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public SharesStock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, Account (including interest (which interest shall be net of taxes payable not previously released to the Company to pay franchise and income taxes, and less such net interest in an amount of up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public SharesStock, which redemption will completely extinguish the Public ShareholdersStockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law; only . Only Public Shareholders Stockholders holding shares of Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; . The Sponsor and the Company Company’s officers and directors have agreed that they will not propose any amendment to its the Amended and Restated Certificate of Incorporation that would affect to modify the substance or timing of the Company’s obligation to redeem 100% of the outstanding Public Shares Stock if the Company has not consummated a Business Combination within eighteen (18) months from the closing of the Offering (or twenty-one (21) months months, as applicable) from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination within eighteen (18) months from the closing of the Offering but has not completed the initial Business Combination within such eighteen (18) month period), as further described in the Company’s Amended and Restated Certificate of Incorporationactivity, unless the Company offers the right to redeem the Public Shares Stock in connection with such amendment, as described in the Pricing Prospectus and Prospectus.

Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of Common Stock and Warrants for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission; such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each Public Shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Common Stock held by such Public Shareholder for an amount in cash equal to (A) the aggregate amount then on deposit in the Trust Account representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, Xxxxx Investments, Xxxxxxxxxx, Xxxxxxxxx and each of the Company’s directors, officers and director nominees party to an Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), dived by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; only Public Shareholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith; in the event that the Company does not effect a Business Combination by fifteen (15) months from the Initial Closing Date (or eighteen (18) months from the Initial Closing Date Date, provided that the Sponsor (or twenty-its designees) must deposit into the Trust Account funds equal to one percent (211%) months of the gross proceeds of the Offering (including such proceeds from the Initial Closing Date exercise of the Over-Allotment Option, if the Company has executed exercised) in exchange for a letter of intentnon-interest bearing, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the Initial Closing Date but has not completed the initial Business Combination within such eighteen (18) month periodunsecured promissory note), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less such net interest in an amount of up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law; only Public Shareholders holding Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment to its Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the outstanding Public Shares if the Company has not consummated a Business Combination within fifteen (15) months from the closing of the Offering (or eighteen (18) months from the closing of the Offering Offering, provided that the Sponsor (or twenty-its designees) must deposit into the Trust Account funds equal to one percent (211%) months from of the closing gross proceeds of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months including such proceeds from the closing exercise of the Offering but has not completed the initial Business Combination within such eighteen (18Over-Allotment Option, if exercised) month periodin exchange for a non-interest bearing, unsecured promissory note)), as further described in the Company’s Amended and Restated Certificate of Incorporation, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of Common Stock and Warrants for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission; such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each Public Shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Common Stock Public Shares held by such Public Shareholder for an amount in cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, Xxxxx Investments, Xxxxxxxxxx, Xxxxxxxxx Cxxxx Investments and each of the Company’s directors, officers and director nominees party to an the Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), dived divided by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; only Public Shareholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith; in the event that the Company does not effect a Business Combination by eighteen twenty-four (1824) months from the Initial Closing Date (or twenty-one (21) months from the Initial Closing Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the Initial Closing Date but has not completed the initial Business Combination within such eighteen (18) month period)Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% all of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less such net interest in an amount of up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law; only Public Shareholders holding Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment to its Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% all of the outstanding Public Shares if the Company has not consummated a Business Combination within eighteen twenty four (1824) months from the closing of the Offering (or twenty-one (21) months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the closing of the Offering but has not completed the initial Business Combination within such eighteen (18) month period)Initial Closing Date, as further described in the Company’s Amended and Restated Certificate of Incorporation, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Business Combination. The In the event of any Business Combination, (i) this Option will, immediately after such Business Combination, remain outstanding and thereafter, in lieu of or in addition to (as the case may be) the number of Option Shares then exercisable under this Option, be exercisable for the kind and number of shares of stock or other securities or assets of the Company may consummate or of the initial successor Person (including cash) resulting from such Business Combination and conduct redemptions of Common Stock and Warrants for cash to which the Holder would have been entitled upon consummation such Business Combination if the Holder had exercised this Option in full immediately prior to the time of such Business Combination and acquired the applicable number of Option Shares then issuable hereunder as a result of such exercise (without a stockholder vote pursuant taking into account any limitations or restrictions on the exercisability of this Option) and (ii) in such case, appropriate adjustment (in form and substance satisfactory to Rule 13e-4 the Holder) will be made with respect to the Holder’s rights under this Option to ensure that the provisions of this Section 4 are thereafter applicable, as nearly as possible, to this Option in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Option. The Company will not effect any Business Combination described in this Section 4.2 unless either, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such Business Combination, will assume, by written instrument substantially similar in form and Regulation 14E substance to this Option and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets that, in accordance with this Section 4, the Exchange ActHolder will be entitled to receive upon exercise of this Option, including or upon consummation thereof, the filing of tender offer documents with the Commission; such tender offer documents Holder will contain substantially be entitled to receive the same financial kind and number of shares of stock or other information about securities or assets (including cash) resulting from such Business Combination as the initial Holder would have been entitled upon such the Business Combination if the Holder had exercised this Option in full immediately prior to the time of such Business Combination and acquired the redemption rights as is required under applicable number of Option Shares then issuable hereunder (assuming exercise pursuant to Section 2.1(b)). Notwithstanding anything to the Commission’s proxy rules and contrary contained herein, with respect to any Business Combination, the Holder will provide each Public Shareholder of have the Company with the opportunity right to elect prior to the consummation of the initial Business Combination to redeem the Common Stock held by such Public Shareholder for an amount in cash equal to (A) the aggregate amount then on deposit in the Trust Account representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, Xxxxx Investments, Xxxxxxxxxx, Xxxxxxxxx and each of the Company’s directors, officers and director nominees party to an Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), dived by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; only Public Shareholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, shall be entitled to receive distributions from give effect to the Trust Account exercise rights contained in connection with an initial Business Combination, and Section 2 instead of giving effect to the Company shall pay no distributions provisions contained in this Section 4.2 with respect to any other holders of shares of capital stock of the Company in connection therewith; in the event that the Company does not effect a Business Combination by eighteen (18) months from the Initial Closing Date (or twenty-one (21) months from the Initial Closing Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the Initial Closing Date but has not completed the initial Business Combination within such eighteen (18) month period), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less such net interest in an amount of up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law; only Public Shareholders holding Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment to its Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the outstanding Public Shares if the Company has not consummated a Business Combination within eighteen (18) months from the closing of the Offering (or twenty-one (21) months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the closing of the Offering but has not completed the initial Business Combination within such eighteen (18) month period), as further described in the Company’s Amended and Restated Certificate of Incorporation, unless the Company offers the right to redeem the Public Shares in connection with such amendmentthis Option.

Business Combination. The In the event of any Business Combination, (i) this Warrant will, immediately after such Business Combination, remain outstanding and thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company may consummate or of the initial successor Person (including cash) resulting from such Business Combination and conduct redemptions of Common Stock and Warrants for cash to which the Holder would have been entitled upon consummation such Business Combination if the Holder had exercised this Warrant in full immediately prior to the time of such Business Combination and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without a stockholder vote pursuant taking into account any limitations or restrictions on the exercisability of this Warrant) and (ii) in such case, appropriate adjustment (in form and substance satisfactory to Rule 13e-4 the Holder) will be made with respect to the Holder’s rights under this Warrant to ensure that the provisions of this Section 4 are thereafter applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant. The Company will not effect any Business Combination described in this Section 4.2 unless either, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such Business Combination, will assume, by written instrument substantially similar in form and Regulation 14E substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets that, in accordance with this Section 4, the Exchange ActHolder will be entitled to receive upon exercise of this Warrant, including or upon consummation thereof, the filing of tender offer documents with the Commission; such tender offer documents Holder will contain substantially be entitled to receive the same financial kind and number of shares of stock or other information about securities or assets (including cash) resulting from such Business Combination as the initial Holder would have been entitled upon such the Business Combination if the Holder had exercised this Warrant in full immediately prior to the time of such Business Combination and acquired the redemption rights as is required under applicable number of Warrant Shares then issuable hereunder (assuming exercise pursuant to Section 2.1(b)). Notwithstanding anything to the Commission’s proxy rules and contrary contained herein, with respect to any Business Combination, the Holder will provide each Public Shareholder of have the Company with the opportunity right to elect prior to the consummation of the initial Business Combination to redeem the Common Stock held by such Public Shareholder for an amount in cash equal to (A) the aggregate amount then on deposit in the Trust Account representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, Xxxxx Investments, Xxxxxxxxxx, Xxxxxxxxx and each of the Company’s directors, officers and director nominees party to an Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), dived by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; only Public Shareholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, shall be entitled to receive distributions from give effect to the Trust Account exercise rights contained in connection with an initial Business Combination, and Section 2 instead of giving effect to the Company shall pay no distributions provisions contained in this Section 4.2 with respect to any other holders of shares of capital stock of the Company in connection therewith; in the event that the Company does not effect a Business Combination by eighteen (18) months from the Initial Closing Date (or twenty-one (21) months from the Initial Closing Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the Initial Closing Date but has not completed the initial Business Combination within such eighteen (18) month period), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less such net interest in an amount of up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law; only Public Shareholders holding Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment to its Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the outstanding Public Shares if the Company has not consummated a Business Combination within eighteen (18) months from the closing of the Offering (or twenty-one (21) months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the closing of the Offering but has not completed the initial Business Combination within such eighteen (18) month period), as further described in the Company’s Amended and Restated Certificate of Incorporation, unless the Company offers the right to redeem the Public Shares in connection with such amendmentthis Warrant.

Business Combination. The (a) From and after the earlier of (i) the Third Closing Date or (ii) with respect to VIP only, an Eco Telecom Contribution Default, each of Eco Telecom and VIP shall have the right, for so long as such party is a Shareholder which owns the Specified Percentage (and, with respect to Eco Telecom only, so long as there has not occurred an Eco Telecom Contribution Default), to initiate a review of a Business Combination, in accordance with the procedures set forth in Schedule 3 hereto (such initiating Shareholder, the "Initiating Shareholder" and such review, a "Business Combination Review"). (b) In the event of a Business Combination Review, the Appraisers selected in accordance with the procedures set forth in Schedule 3 hereto shall determine the Combination Ratio. If such Appraisers determine that the Combination Ratio is at least 90% and if two Appraisers' respective Combination Ratios do not differ by more than 20% from each other, then each of Eco Telecom, Telenor, VIP and the Company may consummate agree to take the initial following actions in furtherance of a Business Combination: (i) Subject to each party's relevant fiduciary duties and obtaining shareholder, regulatory and other customary and necessary approvals, each of VIP and the Company agrees to negotiate in good faith and use all commercially reasonable efforts to take all actions necessary to effect the Business Combination, including but not limited to entering into such agreements (subject to usual and customary terms and conditions) as are necessary to effect the Business Combination; (ii) Subject to the foregoing, VIP agrees to submit to its shareholders for approval (a) the Business Combination and conduct redemptions (b) the issuance of capital stock by VIP, or a wholly owned subsidiary of VIP, or such other entity as the Parties may determine in accordance with the provisions hereof, in connection therewith; provided, that nothing -------- hereunder shall be deemed to require the board of directors of VIP to recommend the Business Combination or such issuance in any such submission to its shareholders; and (iii) Each of Eco Telecom, VIP and Telenor and their respective Permitted Transferees, if any, agrees to take all actions within the power of such 28 <PAGE> Shareholder (solely in their respective capacity as a shareholder of the Company) to approve and effect the Business Combination, including but not limited to voting any securities of the Company held by such Shareholder, or any of its Controlled Affiliates, in favor of the Business Combination. (c) In the event of a Business Combination effected pursuant to Section 6.01(b), VIP will acquire all of the issued and outstanding shares of Common Stock and Warrants for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission; such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each Public Shareholder of the Company in exchange for newly issued shares of capital stock of VIP, or a wholly owned subsidiary of VIP, or such other entity as the Parties may determine in accordance with the opportunity provisions hereof, at an exchange ratio equal to the final Combination Ratio determined pursuant to Schedule 3 hereto. (d) In the event of a Business Combination Review in which any Appraiser determines, in accordance with the procedures set forth in Schedule 3 hereto, that the Combination Ratio is less than 90%, or if no two of three Appraisers have determined Combination Ratios that are within 20% of each other, then such proposed Business Combination shall not be effected pursuant to the requirements set forth in this Section 6.01. (e) In the event that the Initiating Shareholder commences a Business Combination Review, all fees and expenses of the Initiating Shareholder, the non-Initiating Shareholder, the Appraisers and the Company incurred in connection with the Business Combination Review including, in each case, any legal, banking, accounting, and regulatory fees and expenses (collectively, the "Business Combination Fees") shall be paid in accordance with the provisions of Schedule 3 hereto; provided, however, that each -------- ------- party shall be responsible for its own fees and expenses in connection with carrying out the provisions set forth in Section 6.01(b)(i) hereof. (f) The Parties acknowledge and agree it is their intent that, if Eco Telecom and/or Telenor, individually, own at the Specified Percentage of VIP immediately prior to the consummation of the initial Business Combination to redeem the Common Stock held by such Public Shareholder for an amount in cash equal to (A) the aggregate amount then on deposit in the Trust Account representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or Eco Telecom and/or Telenor, as the Company decides case may be, should have the right to hold a stockholder vote for business or other legal reasons, individually own at least the Company will submit Specified Percentage of VIP following such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination VoteCombination. Accordingly, if anyEco Telecom and/or Telenor, individually, own at least the Sponsor, Xxxxx Investments, Xxxxxxxxxx, Xxxxxxxxx and each Specified Percentage of the Company’s directors, officers and director nominees party VIP immediately prior to an Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial a Business Combination, the Company will offer Parties shall use all commercially reasonable efforts to each Public Shareholder provide Eco Telecom and/or Telenor, as the right case may be, with the opportunity to have its shares own individually at least the Specified Percentage of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), dived by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve VIP following such Business Combination; if. If the Parties are unable to provide Eco Telecom and/or Telenor, after seeking and receiving as the case may be, with such stockholder approvalopportunity, Eco Telecom and/or Telenor, as the Company elects case may be, shall not be required to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; only Public Shareholders holding Common Stock who properly exercise their redemption rights, take any action in accordance with this Section 6.01 or Schedule 3 hereto, including, without limitation, the applicable tender offer or proxy materials related to actions specified in Section 6.01(b)(3), in connection with any such Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith; in the event that the Company does not effect a Business Combination by eighteen (18) months from the Initial Closing Date (or twenty-one (21) months from the Initial Closing Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the Initial Closing Date but has not completed the initial Business Combination within such eighteen (18) month period), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less such net interest in an amount of up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law; only Public Shareholders holding Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment to its Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the outstanding Public Shares if the Company has not consummated a Business Combination within eighteen (18) months from the closing of the Offering (or twenty-one (21) months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the closing of the Offering but has not completed the initial Business Combination within such eighteen (18) month period), as further described in the Company’s Amended and Restated Certificate of Incorporation, unless the Company offers the right to redeem the Public Shares in connection with such amendment.. 6.02

Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of Common Stock and Warrants for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission; such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each Public Shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Common Stock Public Shares held by such Public Shareholder for an amount in cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, Xxxxx Investments, Xxxxxxxxxx, Xxxxxxxxx Cxxxx Investments and each of the Company’s directors, officers and director nominees party to an the Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), dived divided by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; only Public Shareholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith; in the event that the Company does not effect a Business Combination by eighteen twenty-four (1824) months from the Initial Closing Date (or twenty-one (21) months from the Initial Closing Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the Initial Closing Date but has not completed the initial Business Combination within such eighteen (18) month period)Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less such net interest in an amount of up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law; only Public Shareholders holding Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment to its Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the outstanding Public Shares if the Company has not consummated a Business Combination within eighteen twenty four (1824) months from the closing of the Offering (or twenty-one (21) months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the closing of the Offering but has not completed the initial Business Combination within such eighteen (18) month period)Initial Closing Date, as further described in the Company’s Amended and Restated Certificate of Incorporation, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of Common Stock and Warrants for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission; such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each Public Shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Common Stock Public Shares held by such Public Shareholder for an amount in cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, Xxxxx Investments, Xxxxxxxxxx, Xxxxxxxxx Cxxxx Investments and each of the Company’s directors, officers and director nominees party to an the Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), dived divided by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; only Public Shareholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith; in the event that the Company does not effect a Business Combination by eighteen twenty-four (1824) months from the Initial Closing Date (or twenty-one (21) months from the Initial Closing Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the Initial Closing Date but has not completed the initial Business Combination within such eighteen (18) month period)Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% all of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less such net interest in an amount of up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law; only Public Shareholders holding Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company; the Company will not propose any amendment to its Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% all of the outstanding Public Shares if the Company has not consummated a Business Combination within eighteen twenty four (1824) months from the closing of the Offering (or twenty-one (21) months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within eighteen (18) months from the closing of the Offering but has not completed the initial Business Combination within such eighteen (18) month period)Initial Closing Date, as further described in the Company’s Amended and Restated Certificate of Incorporation, unless the Company offers the right to redeem the Public Shares in connection with such amendment. (nn) Reserved.