Company Uses in Acquisition/Liquidation Procedure Clause

Acquisition/Liquidation Procedure from Underwriting Agreement

The undersigned, Matlin & Partners Acquisition Corporation, a Delaware corporation (the "Company"), hereby confirms its agreement with Cantor Fitzgerald & Co. ("Cantor Fitzgerald" or the "Representative") and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the "Underwriters" or, each underwriter individually, an "Underwriter") as follows

Acquisition/Liquidation Procedure. The Company agrees that it will comply with its Charter Documents in connection with the consummation of a Business Combination or the failure to consummate a Business Combination within 24 months from the Closing Date. The Company agrees that it will not propose any amendment to any of its Charter Documents that would affect the substance or timing of the Company's obligations as described in its Charter Documents with respect to the redemption rights of Public Stockholders.

Acquisition/Liquidation Procedure from Underwriting Agreement

The undersigned, Empeiria Acquisition Corp., a Delaware corporation (the "Company"), hereby confirms its agreement with Cohen & Company Capital Markets, LLC ("Cohen & Co.") and with the other underwriters named on Schedule I hereto for which Cohen & Co. is acting as representative (Cohen & Co., in its capacity as representative, is referred to herein variously as the "Representative"; the Representative and the other underwriters are collectively referred to as the "Underwriters" or, individually, an "Underwriter") as follows:

Acquisition/Liquidation Procedure. The Company agrees that it will comply with the provisions of Article IX of its Certificate of Incorporation, as amended, in connection with the consummation of a Business Transaction or the failure to consummate a Business Transaction within fifteen (15) months from the date of the Prospectus (or eighteen (18) months from the date of the Prospectus under certain circumstances described in the Prospectus). The Company agrees that it will not propose any amendment to such Certificate of Incorporation that would affect the substance or timing of the Company's obligations as described in Section 9.2 with respect to the redemption rights of Public Stockholders.

Acquisition/Liquidation Procedure from Underwriting Agreement

The undersigned, Selway Capital Acquisition Corporation, a Delaware corporation (the "Company"), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as "you" (including its correlatives) or the "Representative") and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

Acquisition/Liquidation Procedure. The Company agrees that, in the event that the Company does not effect a Acquisition Transaction within 18 months from the consummation of the Offering, the Company will distribute the proceeds in the Trust Account to all holders of IPO Shares (defined below) as soon as reasonably practicable, subject to the requirements of the laws of the State of Delaware. Upon liquidation of the Trust Account, the Company will distribute to all holders of IPO Shares (as defined below) the proceeds in the Trust Account (net of taxes payable and the interest income released to the Company to fund its working capital requirements). Only holders of IPO Shares (as defined below) shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company, including the Warrants and Placement Warrants. In connection with a Acquisition Transaction, the Company will offer each holder of the Company's Series A Shares issued in this Offering ("IPO Shares") the right to redeem their IPO Shares at a per share price ("Redemption Price") equal to the amount in the Trust Fund (net of taxes payable and the interest income on the proceeds placed in the Trust Fund released to the Company to fund its working capital requirements) divided by the total number of IPO Shares. The Company will consummate its initial Acquisition Transaction only if holders of no more than 83.3% of the Company's IPO Shares elect to redeem their shares and, solely if the Company seeks shareholder approval, a majority of the outstanding shares of Common Stock of the Company entitled to vote are voted in favor of the Acquisition Transaction.

Acquisition/Liquidation Procedure from Underwriting Agreement

The undersigned, L&L Acquisition Corp., a Delaware corporation (Company), hereby confirms its agreement with Morgan Joseph LLC (Morgan Joseph LLC) and with the other underwriters named on Schedule I hereto for which Morgan Joseph LLC is acting as representative (Morgan Joseph LLC, in its capacity as representative, is referred to herein variously as you, or the Representative; the Representative and the other underwriters are collectively referred to as the Underwriters or, individually, an Underwriter) as follows:

Acquisition/Liquidation Procedure. The Company agrees that it will comply with provisions (A) through (K) of Article Sixth of its Certificate of Incorporation in connection with the consummation of a Business Combination or the failure to consummate a Business Combination within eighteen (18) months from the date of the Prospectus.

Acquisition/Liquidation Procedure from Underwriting Agreement

The undersigned, Lumax Acquisition Corp., a Delaware corporation (Company), hereby confirms its agreement with Dawson James Securities, Inc. (DJ) and with the other underwriters named on Schedule I hereto for which DJ is acting as Representative (the Representative and, together with the other underwriters, the Underwriter) as follows:

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Companys stockholders for their approval (Business Combination Vote) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Companys Liquidation Value. The Companys Liquidation Value shall mean the Companys book value, as determined by the Company and audited by CPA. In no event, however, will the Companys Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering, as well as any shares of Common Stock acquired in connection with or following the offering, in accordance with the vote of the holders of a majority of the IPO Shares present, in person or by proxy, at a meeting of the Companys stockholders called for the Business Combination Vote. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of Common Stock issued in this Offering (IPO Shares) the right to convert their IPO Shares at a per share price (Conversion Price) equal to the amount in the Trust Fund (inclusive of any interest income therein) calculated as of two business days prior to the consummation of the proposed Business Combination divided by the total number of IPO Shares. If holders of less than 30% in interest of the Companys IPO Shares elect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. If holders of 30% or more in interest of the IPO Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure from Underwriting Agreement

The undersigned, Education Media, Inc., a Delaware corporation ("Company"), hereby confirms its agreement with Ferris, Baker Watts, Incorporated (hereinafter referred to as "you," "FBW" or the "Representative") and with the other underwriters named on Schedule 1 hereto for which FBW is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within twenty-four (24) months from the consummation of this Offering, the Company will use its best efforts to obtain stockholder approval to dissolve the Company and liquidate and distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value," in accordance with the applicable provisions of the Delaware General Corporation Law, as described in the Prospectus, in the event the Company fails to obtain the written consent of holders of 95% of the shares purchased in the Offering. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of the holders of the Company's Common Stock (organization) values">Company's Common Stock issued in this Offering (the "IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein, net of working capital and taxes payable) on the record date (the "Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination (the "Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by GT. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 30% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 30% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares. The Underwriters hereby waive their right to the deferred discounts and commissions with respect to shares held by public stockholders who exercise their conversion rights.

Acquisition/Liquidation Procedure from Underwriting Agreement

The undersigned, TM Entertainment and Media, Inc., a Delaware corporation (Company), hereby confirms its agreement with Pali Capital, Inc. (Pali Capital and also referred to herein variously as you, or the Representative) and with the other Underwriters named on Schedule I hereto for which Pali Capital is acting as Representative (the Representative and the other Underwriters being collectively called the Underwriters or, individually, an Underwriter) as follows:

Acquisition/Liquidation Procedure. The Company agrees: (i) prior to the consummation of any Business Combination, it will submit such transaction to the Companys stockholders for their approval (Business Combination Vote) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under the laws of the state of Delaware; and (ii) in the event that the Company does not effect a Business Combination within twenty-four (24) months from the consummation of the offering (the Termination Date), this shall trigger an automatic winding-up of the Company and the trust account will be liquidated to holders of IPO shares in the manner described in the Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and subject to the requirements of the laws of the state of Delaware. For purposes of this Section 8.4, the term IPO shares means the Common Stock contained in the public securities.

Acquisition/Liquidation Procedure from Underwriting Agreement

The undersigned, TM Entertainment and Media, Inc., a Delaware corporation (Company), hereby confirms its agreement with Pali Capital, Inc. (Pali Capital and also referred to herein variously as you, or the Representative) and with the other Underwriters named on Schedule I hereto for which Pali Capital is acting as Representative (the Representative and the other Underwriters being collectively called the Underwriters or, individually, an Underwriter) as follows:

Acquisition/Liquidation Procedure. The Company agrees: (i) prior to the consummation of any Business Combination, it will submit such transaction to the Companys stockholders for their approval (Business Combination Vote) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under the laws of the state of Delaware; and (ii) in the event that the Company does not effect a Business Combination within twenty-four (24) months from the consummation of the offering (the Termination Date), this shall trigger an automatic winding-up of the Company and the trust account will be liquidated to holders of IPO shares in the manner described in the Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and subject to the requirements of the laws of the state of Delaware. For purposes of this Section 8.4, the term IPO shares means the Common Stock contained in the public securities.

Acquisition/Liquidation Procedure from Form of Underwriting Agreement

The undersigned, Asia Special Situation Acquisition Corp., a Cayman Islands company (Company), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as you, Maxim or the Representative) and with the other underwriters named on Schedule A hereto for which Maxim is acting as Representative (the Representative and the other Underwriters being collectively referred to herein as the Underwriters or, individually, an Underwriter) as follows:

Acquisition/Liquidation Procedure. (a) The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Companys stockholders for their approval (Business Combination Vote) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period or any extension upon the prior consent of holders of 95% or more of the Companys outstanding Ordinary Shares, each as described in the Prospectus)(the Termination Date), the Company shall take all action necessary to dissolve the Corporation and liquidate the Trust Account to holders of IPO Shares as soon as reasonably practicable, in accordance with Cayman Islands Law. Upon liquidation of the Trust Account, the Company will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to $10.00 per unit (plus a portion of the interest earned, but net of (i) taxes payable on interest earned, and (ii) up to $2,000,000 of interest income released to the Company to fund its working capital), plus a pro rata share of any remaining net assets, subject to any valid claims by the Companys creditors that are not covered by amounts held in the Trust Fund or the indemnities provided by the Companys Sponsor. Only holders of IPO Shares (as defined below) shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company, including the Ordinary Shares underlying the Placement Warrants. (b) With respect to the Business Combination Vote, each of the Initial Stockholders has agreed to vote the Ordinary Shares owned by them immediately prior to this Offering in accordance with the majority of the IPO Shares voted by the holders of the IPO Shares in connection with the Business Combination Vote. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of the holders of Ordinary Shares issued in this Offering (the IPO Shares) the right to redeem their IPO Shares at a per share price equal to $10.00 (the Redemption Price) (plus a portion of the interest earned, but net of (i) taxes payable on interest earned, and (ii) up to $2,000,000 of interest income released to the Company to fund its working capital). If holders of less than 35.00% in interest of the Companys IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will redeem shares, based upon the Redemption Price, from those holders of IPO Shares who affirmatively requested such redemption and who voted against the Business Combination. If holders of 35.00% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not redeem such shares. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company.

Acquisition/Liquidation Procedure from Underwriting Agreement

The undersigned, TM Entertainment and Media, Inc., a Delaware corporation (Company), hereby confirms its agreement with Pali Capital, Inc. (Pali Capital and also referred to herein variously as you, or the Representative) and with the other Underwriters named on Schedule I hereto for which Pali Capital is acting as Representative (the Representative and the other Underwriters being collectively called the Underwriters or, individually, an Underwriter) as follows:

Acquisition/Liquidation Procedure. The Company agrees: (i) prior to the consummation of any Business Combination, it will submit such transaction to the Companys stockholders for their approval (Business Combination Vote) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under the laws of the state of Delaware; and (ii) in the event that the Company does not effect a Business Combination within twenty-four (24) months from the consummation of the offering (the Termination Date), this shall trigger an automatic winding-up of the Company and the trust account will be liquidated to holders of IPO shares in the manner described in the Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and subject to the requirements of the laws of the state of Delaware. For purposes of this Section 8.4, the term IPO shares means the Common Stock contained in the public securities.