Common use of Trust Fund Waiver Acknowledgment Clause in Contracts

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund for the benefit of the holders of the Class B Common Stock and that the Company may disburse monies from the Trust Fund only (i) to the holders of the Class B Common Stock that elect to convert their shares of Class B Common Stock (as described below in Section 8.7), (ii) to the holders of the Class B Common Stock in the event that the Company does not effect a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $20,640,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.7), 8.8) and the liquidation of the Company or (ii) to the holders of the Class B Common Stock in the event that the Company does not effect a Business Combination within 15 months from after, or concurrently with, the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $45,050,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a the “Target Business”) or obtain the services of any vendor (excluding, solely with respect to any deferred underwriters’ discounts and commissions, the Underwriters) unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $95,000,000 (including deferred underwriting discount and commission of $5,400,000) for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described below defined in Section 8.73(w), ) and the liquidation of the Company or (ii) to the holders of the Class B Common Stock in the event that the Company does not effect a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates a Business Combination or (iii) solely with respect to underwriters’ deferred discounts and commissions placed in the Trust Fund, to the Underwriters after consummation of a Business Combination and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees agrees, subject to the terms of this paragraph (s), that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “ClaimClaims”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $21,815,002 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence use its reasonable best efforts prior to commencing its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain obtaining the services of any vendor unless and until to cause such Target Business or vendor acknowledges to acknowledge in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $54,250,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to after or concurrently with the Company after it consummates consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund for the benefit of the holders of the Class B Common Stock and that the Company may disburse monies from the Trust Fund only (i) to the holders of the Class B Common Stock that elect to convert their shares of Class B Common Stock (as described below in Section 8.7), (ii) to the holders of the Class B Common Stock in the event that the Company does not effect a Business Combination within 15 12 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund for the benefit of the holders of the Class B Common Stock and that the Company may disburse monies from the Trust Fund only (i) to the holders of the Class B Common Stock that elect to convert their shares of Class B Common Stock (as described below in Section 8.7), (ii) to the holders of the Class B Common Stock in the event that the Company does not effect a Business Combination within 15 12 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a the “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $89,595,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described below defined in Section 8.73(w), ) and the liquidation of the Company or (ii) to the holders of the Class B Common Stock in the event that the Company does not effect a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “ClaimClaims”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $29,100,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates Company, net of any deferred amounts payable to the Underwriters under Sections 3.11.2 or 3.23, after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence use its reasonable best efforts prior to commencing its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain obtaining the services of any vendor unless and until to cause such Target Business or vendor acknowledges to acknowledge in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $47,780,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.6), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to after or concurrently with the Company after it consummates consummation of a Business Combination and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence use its reasonable best efforts prior to commencing its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain obtaining the services of any vendor unless and until to cause such Target Business or vendor acknowledges to acknowledge in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $54,400,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.6), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to after or concurrently with the Company after it consummates consummation of a Business Combination and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Prior to the commencement by the Company hereby agrees that it will not commence of its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the obtaining of the services of any vendor unless and until vendor, the Company shall seek to have such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $20,400,000 (without giving effect to the exercise of the Over-allotment Option) for the benefit of the holders Public Shareholders and that, except for the interest earned on the amounts held in the Trust Fund and any amounts necessary to purchase up to 15% of the Class B Common Stock and that Ordinary Shares sold in the Offering, the Company may disburse monies from the Trust Fund only (i) to the holders of the Class B Common Stock that elect to convert their shares of Class B Common Stock (as described below in Section 8.7), (ii) to the holders of the Class B Common Stock Public Shareholders in the event that of the redemption of their shares or the liquidation of the Company does not effect a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iiiii) to the Company after it consummates a Business Combination Transaction and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination Transaction with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit C.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence use its reasonable best efforts prior to commencing its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain obtaining the services of any vendor unless and until to cause such Target Business or vendor acknowledges to acknowledge in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $63,720,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to after or concurrently with the Company after it consummates consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire in a Business Combination (each any, a “"Target Business”"; collectively, the "Target Business(es)") or obtain the services of any vendor (excluding, solely with respect to any deferred underwriters' discounts and commissions, the Underwriters) unless and until such Target Business Business(es) or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $114,000,000 (including deferred underwriting discounts and commissions equal to $4,800,000) for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock event that (x) they elect to convert their shares of Class B Common Stock IPO Shares (as described below defined in Section 8.73(z)) or (y) the Company is dissolved and liquidated, (ii) to the holders of the Class B Common Stock in the event that the Company does not effect when it consummates a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) solely with respect to underwriters' deferred discounts and commissions placed in the Trust Fund, to the Company after it consummates Underwriters on the consummation of a Business Combination and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business Business(es) for purposes of consummating a Business Combination with it or (2ii) agreeing to engage the services of the vendor, as the case may be, such Target Business Business(es) or vendor agrees agrees, subject to the terms of this paragraph (w), that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”the "Claims") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire in a Business Combination (each any, a “"Target Business”"; collectively, the "Target Business(es)") or obtain the services of any vendor (excluding, solely with respect to any deferred underwriters' discounts and commissions, the Underwriters) unless and until such Target Business Business(es) or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $114,000,000 (including deferred underwriting discounts and commissions equal to $4,800,000) for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described below defined in Section 8.73(z)) and the liquidation of the Company, (ii) to the holders of the Class B Common Stock in the event that the Company does not effect when it consummates a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) solely with respect to underwriters' deferred discounts and commissions placed in the Trust Fund, to the Company Underwriters after it consummates consummation of a Business Combination and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business Business(es) for purposes of consummating a Business Combination with it or (2ii) agreeing to engage the services of the vendor, as the case may be, such Target Business Business(es) or vendor agrees agrees, subject to the terms of this paragraph (w), that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”the "Claims") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $________ for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.7), 8.8) and the liquidation of the Company or (ii) to the holders of the Class B Common Stock in the event that the Company does not effect a Business Combination within 15 months from after, or concurrently with, the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $25,835,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.7), 8.8) and the liquidation of the Company or (ii) to the holders of the Class B Common Stock in the event that the Company does not effect a Business Combination within 15 months from after, or concurrently with, the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $20,400,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Prior to the commencement by the Company hereby agrees that it will not commence of its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”"TARGET BUSINESS") or obtain the obtaining of the services of any vendor unless and until vendor, the Company shall seek to have such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $58,132,000 (without giving effect to the exercise of the Over-allotment Option) for the benefit of the holders Public Stockholders and that, except for up to a maximum of $1,500,000 of the Class B Common Stock and that interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only (i) to the holders Public Stockholders in the event of the Class B Common Stock that elect to convert redemption of their shares or the liquidation of Class B Common Stock (as described below in Section 8.7), the Company or (ii) to the holders of Company and the Class B Common Stock in the event that the Company does not effect a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company Underwriters after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”"CLAIM") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit C.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $23,387,117 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates Company, net of any deferred amounts payable to the Underwriters under Sections 3.11.2 or 3.23, after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $29,000,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates Company, net of any deferred amounts payable to the Underwriters under Sections 3.11.2 or 3.24, after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”"TARGET BUSINESS") or obtain the services of any vendor or other third party unless and until such Target Business or Business, vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $64,820,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the holders of the Class B Common Stock Public Stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of Public Stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.77.6), (ii) to the holders Public Stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendorvendor or other third party, as the case may be, such Target Business Business, vendor or vendor other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”"CLAIM") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $42,400,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $ for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates Company, net of any deferred amounts payable to the Underwriters under Sections 3.11.2 or 3.23, after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire in a Business Combination (each any, a “"Target Business”"; collectively, the "Target Business(es)") or obtain the services of any vendor (excluding, solely with respect to any deferred underwriters' discounts and commissions, the Underwriters) unless and until such Target Business Business(es) or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $85,500,000 (including deferred underwriting discounts and commissions equal to $3,600,000) for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock event that (x) they elect to convert their shares of Class B Common Stock IPO Shares (as described below defined in Section 8.73(z)) or (y) the Company is dissolved and liquidated, (ii) to the holders of the Class B Common Stock in the event that the Company does not effect when it consummates a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) solely with respect to underwriters' deferred discounts and commissions placed in the Trust Fund, to the Company after it consummates Underwriters on the consummation of a Business Combination and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business Business(es) for purposes of consummating a Business Combination with it or (2ii) agreeing to engage the services of the vendor, as the case may be, such Target Business Business(es) or vendor agrees agrees, subject to the terms of this paragraph (w), that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”the "Claims") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence use its reasonable best efforts prior to commencing its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain obtaining the services of any vendor unless and until to cause such Target Business or vendor acknowledges to acknowledge in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $63,900,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to after or concurrently with the Company after it consummates consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $16,350,002 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor or other third party unless and until such Target Business Business, vendor, or vendor other third party acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $32,080,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the holders of Public Stockholders and the Class B Common Stock Underwriters as described in Section 4.9.2 hereof, and that the Company may disburse monies from the Trust Fund only (i) to the holders of Public Stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described below in Section 8.7), (ii) to the holders of the Class B Common Stock Public Stockholders in the event that the Company does not effect a Business Combination within 15 18 months from the consummation of this Offering (subject to extension for an additional six6-month period, as described in the prospectusProspectus) or (iii) to the Company and the Underwriters as described in Section 4.9.2. hereof, after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendorvendor or other third party, as the case may be, such Target Business Business, vendor or vendor other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor or other third party unless and until such Target Business Business, vendor, or vendor other third party acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $31,079,998 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the holders of Public Stockholders and the Class B Common Stock Underwriters as described in Section 4.10.2 hereof, and that the Company may disburse monies from the Trust Fund only (i) to the holders of Public Stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described below in Section 8.7), (ii) to the holders of the Class B Common Stock Public Stockholders in the event that the Company does not effect a Business Combination within 15 18 months from the consummation of this Offering (subject to extension for an additional six6-month period, as described in the prospectusProspectus) or (iii) to the Company and the Underwriters as described in Section 4.10.2. hereof, after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendorvendor or other third party, as the case may be, such Target Business Business, vendor or vendor other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor or other third party unless and until such Target Business Business, vendor, or vendor other third party acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $36,542,665 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the holders of Public Stockholders and the Class B Common Stock Underwriters as described in Section 4.10.2 hereof, and that the Company may disburse monies from the Trust Fund only (i) to the holders of Public Stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described below in Section 8.7), (ii) to the holders of the Class B Common Stock Public Stockholders in the event that the Company does not effect a Business Combination within 15 18 months from the consummation of this Offering (subject to extension for an additional six6-month period, as described in the prospectusProspectus) or (iii) to the Company and the Underwriters as described in Section 4.10.2. hereof, after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendorvendor or other third party, as the case may be, such Target Business Business, vendor or vendor other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $19,535,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates Company, net of any deferred amounts payable to the Underwriters under Sections 3.11.2 or 3.23, after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor or other third party unless and until such Target Business Business, vendor, or vendor other third party acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $44,800,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the holders of the Class B Common Stock Public Stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of Public Stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described below in Section 8.77.7), (ii) to the holders of the Class B Common Stock Public Stockholders in the event that the Company does not effect a Business Combination within 15 18 months from the consummation of this Offering (subject to extension for an additional six6-month period, as described in the prospectusProspectus) or (iii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendorvendor or other third party, as the case may be, such Target Business Business, vendor or vendor other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Board of Directors will perform an analysis of the alternatives available to the Company if it chooses not to engage any such party and evaluate whether such engagement would be in the best interests of the Company’s stockholders if any such third party refuses to waive in writing any such rights and the Company may enter into an agreement with such third party if the Board of Directors believes that such third party’s engagement will be more beneficial to the Company’s stockholders than any alternative.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $22,920,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $29,000,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates Company, net of any deferred amounts payable to the Underwriters under Sections 3.11.2 or 3.23, after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Prior to the commencement by the Company hereby agrees that it will not commence of its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the obtaining of the services of any vendor unless and until vendor, the Company shall seek to have such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $35,175,000 (without giving effect to the exercise of the Over-allotment Option) for the benefit of the holders Public Shareholders and that, except for the interest earned on the amounts held in the Trust Fund and any amounts necessary to purchase up to 15% of the Class B Common Stock and that Ordinary Shares sold in the Offering, the Company may disburse monies from the Trust Fund only (i) to the holders of the Class B Common Stock that elect to convert their shares of Class B Common Stock (as described below in Section 8.7), (ii) to the holders of the Class B Common Stock Public Shareholders in the event that of the redemption of their shares or the liquidation of the Company does not effect a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iiiii) to the Company after it consummates a Business Combination Transaction and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination Transaction with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.. The foregoing letters shall substantially be in the form attached hereto as Exhibit B and C, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit D.

Trust Fund Waiver Acknowledgment. The Prior to the commencement by the Company hereby agrees that it will not commence of its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the obtaining of the services of any vendor unless and until vendor, the Company shall seek to have such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $22,440,000 (without giving effect to the exercise of the Over-allotment Option) for the benefit of the holders Public Shareholders and that, except for the interest earned on the amounts held in the Trust Fund and any amounts necessary to purchase up to 15% of the Class B Common Stock and that Ordinary Shares sold in the Offering, the Company may disburse monies from the Trust Fund only (i) to the holders of the Class B Common Stock that elect to convert their shares of Class B Common Stock (as described below in Section 8.7), (ii) to the holders of the Class B Common Stock Public Shareholders in the event that of the redemption of their shares or the liquidation of the Company does not effect a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iiiii) to the Company after it consummates a Business Combination Transaction and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination Transaction with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit C.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $19,110,002 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $17,850,000 for the benefit of the holders of the Class B Common Stock Public Stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of Public Stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders of the Class B Common Stock Public Stockholders in the event that the Company does not effect a Business Combination within 15 18 months from the consummation of this Offering (subject to extension for an additional six6-month period, as described in the prospectusProspectus) or (iii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence use its reasonable best efforts prior to commencing its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain obtaining the services of any vendor unless and until to cause such Target Business or vendor acknowledges to acknowledge in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $95,050,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.5), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to after or concurrently with the Company after it consummates consummation of a Business Combination and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Prior to the commencement by the Company hereby agrees that it will not commence of its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the obtaining of the services of any vendor unless and until (except BDO), the Company shall seek to have such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $40,000,000 (without giving effect to the exercise of the Over-allotment Option) for the benefit of the holders Public Shareholders and that, except for up to a maximum of $2,000,000 of the Class B Common Stock and that interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only (i) to the holders of the Class B Common Stock that elect to convert their shares of Class B Common Stock (as described below in Section 8.7), (ii) to the holders of the Class B Common Stock Public Shareholders in the event that of the redemption of their shares or the liquidation of the Company does not effect a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iiiii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“ClaimCLAIM”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.. The foregoing letters shall substantially be in the form attached hereto as Exhibit D and E, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit F.

Trust Fund Waiver Acknowledgment. The Prior to the commencement by the Company hereby agrees that it will not commence of its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the obtaining of the services of any vendor unless and until vendor, the Company shall seek to have such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $28,130,000 (without giving effect to the exercise of the Over-allotment Option) for the benefit of the holders Public Stockholders and that, except for up to a maximum of $600,000 of the Class B Common Stock and that interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only (i) to the holders Public Stockholders in the event of the Class B Common Stock that elect to convert conversion of their shares or the liquidation of Class B Common Stock (as described below in Section 8.7), the Company or (ii) to the holders of Company and the Class B Common Stock in the event that the Company does not effect a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company Underwriters after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and B, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit C.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any ship(s) or vessel(s) or an operating business in the shipping industry which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $92,310,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the holders of the Class B Common Stock Public Stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of Public Stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders of the Class B Common Stock Public Stockholders in the event that the Company does not effect a Business Combination within 15 18 months from the consummation of this Offering (subject to extension for an additional six6-month period, as described in the prospectusProspectus) or (iii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $67,250,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence use its reasonable best efforts prior to commencing its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain obtaining the services of any vendor unless and until to cause such Target Business or vendor acknowledges to acknowledge in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $47,780,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.6), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to after or concurrently with the Company after it consummates consummation of a Business Combination and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the technology, media or telecommunications industries which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor or other third party unless and until such Target Business Business, vendor, or vendor other third party acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $50,380,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the holders of the Class B Common Stock Public Stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of Public Stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described below in Section 8.77.7), (ii) to the holders of the Class B Common Stock Public Stockholders in the event that the Company does not effect a Business Combination within 15 18 months from the consummation of this Offering (subject to extension for an additional six6-month period, as described in the prospectusProspectus) or (iii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendorvendor or other third party, as the case may be, such Target Business Business, vendor or vendor other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s board of directors determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any vessel(s) or an operating business in the shipping industry which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $103,880,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $19,535,000 for the benefit of the holders of the Class B Common Stock public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the holders of public stockholders in the Class B Common Stock that event they elect to convert their shares of Class B Common Stock IPO Shares (as described defined below in Section 8.78.8), (ii) to the holders public stockholders upon the liquidation of the Class B Common Stock in the event that Company if the Company does not effect fails to consummate a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates Company, net of any deferred amounts payable to the Underwriters under Sections 3.11.2 or 3.23, after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

Trust Fund Waiver Acknowledgment. The Prior to the commencement by the Company hereby agrees that it will not commence of its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the obtaining of the services of any vendor unless and until (except BDO), the Company shall seek to have such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund Fund, initially in an amount of $50,000,000 (without giving effect to the exercise of the Over-allotment Option) for the benefit of the holders Public Shareholders and that, except for up to a maximum of $2,000,000 of the Class B Common Stock and that interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only (i) to the holders of the Class B Common Stock that elect to convert their shares of Class B Common Stock (as described below in Section 8.7), (ii) to the holders of the Class B Common Stock Public Shareholders in the event that of the redemption of their shares or the liquidation of the Company does not effect a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iiiii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“ClaimCLAIM”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.. The foregoing letters shall substantially be in the form attached hereto as Exhibit D and E, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit F.