Common use of Amendments to Certificate of Incorporation Clause in Contracts

Amendments to Certificate of Incorporation. (i) The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify any of the following provisions (A) — (F) of Article Sixth of its certificate of incorporation: A. Immediately after the Corporation’s IPO, the amount of the net offering proceeds received by the Corporation in the IPO (including the proceeds of any exercise of the underwriter’s over-allotment option) specified in the Corporation’s registration statement on Form S-1 filed with the Securities and Exchange Commission (the “Registration Statement”) at the time it goes effective shall be deposited and thereafter held in a trust account established by the Corporation (the “Trust Account”). Neither the Corporation nor any officer, director or employee of the Corporation shall disburse any of the proceeds held in the Trust Account until the earlier of (i) a Business Combination or (ii) the Termination Date, in each case in accordance with the terms of the investment management trust agreement governing the Trust Account; provided, however, that (x) up to the amount, as set forth in the Registration Statement of the interest earned on the Trust Account may be released to the Corporation to cover operating expenses, and (y) the Corporation shall be entitled to withdraw such amounts from the Trust Account as would be required to pay taxes on the interest earned on the Trust Account. B. Prior to the consummation of any Business Combination, the Corporation shall submit such Business Combination to its stockholders for approval regardless of whether the Business Combination is of a type which normally would require such stockholder approval under the GCL. In the event that a majority of the shares cast at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Corporation shall be authorized to consummate the Business Combination; provided, however, that the Corporation shall not consummate any Business Combination if the holders of 30% or more of the IPO Shares exercise their redemption rights described in Paragraph C below. C. In the event that a Business Combination is approved in accordance with the above Paragraph B and is consummated by the Corporation, any stockholder of the Corporation holding shares of Common Stock issued in the IPO (the “IPO Shares”) who voted against the Business Combination may, contemporaneous with such vote, demand that the Corporation redeem his IPO Shares for cash. If so demanded, the Corporation shall, promptly after consummation of the Business Combination, redeem such shares for cash at a per share redemption price equal to the amount held in the Trust Account as of two business days prior to the consummation of the Business Combination (net of taxes payable), divided by the total number of IPO Shares. D. A holder of IPO Shares shall be entitled to receive funds from the Trust Account only in the event of a liquidation of the Trust Account to holders of IPO Shares in connection with the dissolution of the Corporation pursuant to the terms of the investment management trust agreement governing the Trust Account or in the event he demands redemption of his shares in accordance with paragraph (C) above. In no other circumstances shall a holder of IPO Shares have any right or interest of any kind in or to the Trust Account. A holder of securities issued in the private placement concurrently with or prior to the consummation of the IPO shall not have any right or interest of any kind in or to the Trust Account. E. Unless and until the Corporation has consummated a Business Combination as permitted under this Article Sixth, the Corporation may not consummate any other business combination, whether by merger, capital stock exchange, stock purchase, asset acquisition or otherwise. F. The Board shall be divided into three classes: Class I, Class II and Class III. The number of directors in each class shall be as nearly equal as possible. The directors in Class I shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class II shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class III shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders, and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Except as the GCL may otherwise require, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the Corporation’s By-laws), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.” (ii) The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.23. (iii) The Representative specifically advises the Company that it will not waive this Section 3.23 under any circumstances.

Amendments to Certificate of Incorporation. (i) The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify any of the following provisions (A) — – (FE) of Article Sixth Fifth of its certificate of incorporation: A. Immediately after the Corporation’s IPO, the amount of the net offering proceeds received by the Corporation in the IPO (including the proceeds of any exercise of the underwriter’s over-allotment option) specified in the Corporation’s registration statement on Form S-1 filed with the Securities and Exchange Commission (the “Registration Statement”) at the time it goes effective shall be deposited and thereafter held in a trust account established by the Corporation (the “Trust Account”). Neither the Corporation nor any officer, director or employee of the Corporation shall disburse any of the proceeds held in the Trust Account until the earlier of (i) a Business Combination or (ii) the Termination Date, in each case in accordance with the terms of the investment management trust agreement governing the Trust Account; provided, however, that (x) up to the amount, as set forth in the Registration Statement of the interest earned on the Trust Account may be released to the Corporation to cover operating expenses, and (y) the Corporation shall be entitled to withdraw such amounts from the Trust Account as would be required to pay taxes on the interest earned on the Trust Account. B. Prior to the consummation of any Business Combination, the Corporation corporation shall submit such Business Combination to its stockholders for approval regardless of whether the Business Combination is of a type which normally would require such stockholder approval under the GCLDGCL. In the event that a majority of the shares IPO Shares (as defined below) cast at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Corporation corporation shall be authorized to consummate the Business Combination; provided, however, that the Corporation corporation shall not consummate any Business Combination if the holders of 30representing 20% or more in interest of the IPO Shares exercise their redemption conversion rights described in Paragraph C paragraph B below. C. B. In the event that a Business Combination is approved in accordance with the paragraph A above Paragraph B and is consummated by the Corporationcorporation, any stockholder of the Corporation corporation holding shares of Common Stock issued by the corporation in its initial public offering (such offering the IPO (“IPO”, and such shares so issued in connection with the IPO, the “IPO Shares”) of securities who voted against the Business Combination may, contemporaneous with such vote, demand that the Corporation redeem his corporation convert his, her or its IPO Shares for into cash. If so demanded, the Corporation shall, promptly after consummation of the Business Combination, redeem corporation shall convert such shares for cash at a per share redemption conversion price equal to the quotient determined by dividing (i) the amount held in the Trust Account Fund (as defined below), inclusive of any interest thereon, calculated as of two business days prior to the proposed consummation of the Business Combination Combination, by (net of taxes payable), divided by ii) the total number of IPO Shares. D. A holder of IPO Shares . “Trust Fund” shall be entitled to receive funds from mean the Trust Account only in trust account established by the event of a liquidation of the Trust Account to holders of IPO Shares corporation in connection with the dissolution consummation of its IPO and into which a certain amount of the Corporation pursuant to the terms of the investment management trust agreement governing the Trust Account or in the event he demands redemption of his shares in accordance with paragraph (C) above. In no other circumstances shall a holder of IPO Shares have any right or interest of any kind in or to the Trust Account. A holder of securities issued in the private placement concurrently with or prior to the consummation net proceeds of the IPO shall not have any right or interest of any kind in or to the Trust Accountare deposited. E. Unless and until the Corporation has consummated a Business Combination as permitted under this Article Sixth, the Corporation may not consummate any other business combination, whether by merger, capital stock exchange, stock purchase, asset acquisition or otherwise. F. The Board shall be divided into three classes: Class I, Class II and Class III. The number of directors in each class shall be as nearly equal as possible. The directors in Class I shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class II shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class III shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders, and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Except as the GCL may otherwise require, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the Corporation’s By-laws), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.” (ii) The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.23. (iii) The Representative specifically advises the Company that it will not waive this Section 3.23 under any circumstances.

Amendments to Certificate of Incorporation. (i1) The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify any of the following provisions (A) — - (F) of Article Sixth of its certificate of incorporation: A. Immediately after the Corporation’s initial public offering (the “ IPO”), the amount of the net offering proceeds received by the Corporation in the IPO (including the proceeds of any exercise of the underwriter’s over-allotment option) specified in the Corporation’s registration statement on Form S-1 filed with the Securities and Exchange Commission (the ““ Registration Statement”) at the time it goes effective shall be deposited and thereafter held in a trust account established by the Corporation (the ““ Trust Account”). Neither the Corporation nor any officer, director or employee of the Corporation shall disburse any of the proceeds held in the Trust Account until the earlier of (i) a Business Combination or (ii) the Termination Date, in each case in accordance with the terms of the investment management trust agreement governing the Trust Account; provided, however, that (x) up to the amount, as set forth in the Registration Statement a portion of the interest earned on the Trust Account as described in the Registration Statement may be released to the Corporation to cover operating expenses, and (y) the Corporation shall be entitled to withdraw such amounts from the Trust Account as would be required to pay taxes on the interest earned on the Trust Account. B. Prior to the consummation of any Business Combination, the Corporation shall submit such Business Combination to its stockholders for approval regardless of whether the Business Combination is of a type which normally would require such stockholder approval under the GCLDGCL. In the event that a majority of the shares cast at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Corporation shall be authorized to consummate the Business Combination; provided, however, that the Corporation shall not consummate any Business Combination if the holders of an aggregate of 30% or more in interest of the IPO Shares exercise their redemption rights described in Paragraph paragraph C below. C. In the event that a Business Combination is approved in accordance with the above Paragraph paragraph B and is consummated by the Corporation, any stockholder of the Corporation holding shares of Common Stock issued in the IPO (the ““ IPO Shares”) who voted against the Business Combination may, contemporaneous with such vote, demand that the Corporation redeem his IPO Shares for cash. If so demanded, the Corporation shall, promptly after consummation of the Business Combination, redeem redeem, subject to the availability of lawful funds therefor, such shares for cash at a per share redemption price equal to the amount held in the Trust Account as of two business days prior to the consummation of the Business Combination (net of taxes payable), divided by the total number of IPO Shares, which shall in no event be less than $7.90 per share. D. A holder The holders of IPO Shares shall be entitled to receive funds distributions from the Trust Account only (i) in the event that the Corporation has not consummated a Business Combination by the Termination Date or (ii) in the event they demand redemption of a liquidation of the Trust Account to holders of their IPO Shares in connection accordance with the dissolution subparagraph C and a Business Combination is approved in accordance with subparagraph B. The Corporation shall pay no liquidating distributions with respect to any shares of capital stock of the Corporation pursuant to the terms of the investment management trust agreement governing the Trust Account or in the event he demands redemption of his shares in accordance with paragraph (C) aboveother than IPO Shares. In no other circumstances shall a holder of IPO Shares have any right or interest of any kind in or to the Trust Account. A holder of securities issued in the private placement concurrently with or prior to the consummation of the IPO shall not have any right or interest of any kind in or to the Trust Account. E. Unless and until the Corporation has consummated a Business Combination as permitted under this Article Sixth, the Corporation may not consummate any other business combination, whether by merger, capital stock exchange, stock purchase, asset acquisition or otherwise. F. The Board of Directors shall be divided into three two classes: Class I, Class II A and Class III. B. The number of directors in each class shall be as nearly equal as possible. The directors in Class I Prior to the IPO, there shall be elected two Class A directors for a term expiring at the Corporation’s first Annual Meeting of Stockholders, the Stockholders and two Class B directors in Class II shall be elected for a term expiring at the Corporation’s second Annual Meeting of Stockholders and the directors in Class III shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders, and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third second succeeding annual meeting of stockholders after their election. Except as the GCL DGCL may otherwise require, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the BoardBoard of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the Corporation’s By-lawsBylaws), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.” (ii) The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.23. (iii) The Representative specifically advises the Company that it will not waive this Section 3.23 under any circumstances.

Amendments to Certificate of Incorporation. (i) The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify any of the following provisions (A) — - (F) of Article Sixth of its certificate of incorporation: A. Immediately after the Corporation’s IPO, the amount of the net offering proceeds received by the Corporation in the IPO (including the proceeds of any exercise of the underwriter’s over-allotment option) specified in the Corporation’s registration statement on Form S-1 filed with the Securities and Exchange Commission (the “Registration Statement”) at the time it goes effective shall be deposited and thereafter held in a trust account established by the Corporation (the “Trust Account”). Neither the Corporation nor any officer, director or employee of the Corporation shall disburse any of the proceeds held in the Trust Account until the earlier of (i) a Business Combination or (ii) the Termination Date, in each case in accordance with the terms of the investment management trust agreement governing the Trust Account; provided, however, that (x) up to the amount, as set forth in the Registration Statement of the interest earned on the Trust Account may be released to the Corporation to cover operating expenses, and (y) the Corporation shall be entitled to withdraw such amounts from the Trust Account as would be required to pay taxes on the interest earned on the Trust Account. B. Prior to the consummation of any Business Combination, the Corporation shall submit such Business Combination to its stockholders for approval regardless of whether the Business Combination is of a type which normally would require such stockholder approval under the GCL. In the event that a majority of the shares cast at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Corporation shall be authorized to consummate the Business Combination; provided, however, that the Corporation shall not consummate any Business Combination if the holders of 30% or more of the IPO Shares exercise their redemption rights described in Paragraph C below. C. In the event that a Business Combination is approved in accordance with the above Paragraph B and is consummated by the Corporation, any stockholder of the Corporation holding shares of Common Stock issued in the IPO (the “IPO Shares”) who voted against the Business Combination may, contemporaneous with such vote, demand that the Corporation redeem his IPO Shares for cash. If so demanded, the Corporation shall, promptly after consummation of the Business Combination, redeem such shares for cash at a per share redemption price equal to the amount held in the Trust Account as of two business days prior to the consummation of the Business Combination (net of taxes payable), divided by the total number of IPO Shares. D. A holder of IPO Shares shall be entitled to receive funds from the Trust Account only in the event of a liquidation of the Trust Account to holders of IPO Shares in connection with the dissolution of the Corporation pursuant to the terms of the investment management trust agreement governing the Trust Account or in the event he demands redemption of his shares in accordance with paragraph (C) above. In no other circumstances shall a holder of IPO Shares have any right or interest of any kind in or to the Trust Account. A holder of securities issued in the private placement concurrently with or prior to the consummation of the IPO shall not have any right or interest of any kind in or to the Trust Account. E. Unless and until the Corporation has consummated a Business Combination as permitted under this Article Sixth, the Corporation may not consummate any other business combination, whether by merger, capital stock exchange, stock purchase, asset acquisition or otherwise. F. The Board shall be divided into three classes: Class I, Class II and Class III. The number of directors in each class shall be as nearly equal as possible. The directors in Class I shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class II shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class III shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders, and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Except as the GCL may otherwise require, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the Corporation’s By-laws), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.” (ii) The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.23. (iii) The Representative specifically advises the Company that it will not waive this Section 3.23 under any circumstances.

Amendments to Certificate of Incorporation. (i1) The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify any of the following provisions (A) — - (F) of Article Sixth of its certificate of incorporation: A. Immediately after the Corporation’s initial public offering (the “IPO”), the amount of the net offering proceeds received by the Corporation in the IPO (including the proceeds of any exercise of the underwriter’s over-allotment option) specified in the Corporation’s registration statement on Form S-1 filed with the Securities and Exchange Commission (the “Registration Statement”) at the time it goes effective shall be deposited and thereafter held in a trust account established by the Corporation (the “Trust Account”). Neither the Corporation nor any officer, director or employee of the Corporation shall disburse any of the proceeds held in the Trust Account until the earlier of (i) a Business Combination or (ii) the Termination Date, in each case in accordance with the terms of the investment management trust agreement governing the Trust Account; provided, however, that (x) up to the amount, as set forth in the Registration Statement a portion of the interest earned on the Trust Account as described in the Registration Statement may be released to the Corporation to cover operating expenses, and (y) the Corporation shall be entitled to withdraw such amounts from the Trust Account as would be required to pay taxes on the interest earned on the Trust Account. B. Prior to the consummation of any Business Combination, the Corporation shall submit such Business Combination to its stockholders for approval regardless of whether the Business Combination is of a type which normally would require such stockholder approval under the GCLDGCL. In the event that a majority of the shares cast at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Corporation shall be authorized to consummate the Business Combination; provided, however, that the Corporation shall not consummate any Business Combination if the holders of an aggregate of 30% or more in interest of the IPO Shares exercise their redemption rights described in Paragraph paragraph C below. C. In the event that a Business Combination is approved in accordance with the above Paragraph paragraph B and is consummated by the Corporation, any stockholder of the Corporation holding shares of Common Stock issued in the IPO (the “IPO Shares”) who voted against the Business Combination may, contemporaneous with such vote, demand that the Corporation redeem his IPO Shares for cash. If so demanded, the Corporation shall, promptly after consummation of the Business Combination, redeem redeem, subject to the availability of lawful funds therefor, such shares for cash at a per share redemption price equal to the amount held in the Trust Account as of two business days prior to the consummation of the Business Combination (net of taxes payable), divided by the total number of IPO Shares, which shall in no event be less than $7.90 per share. D. A holder The holders of IPO Shares shall be entitled to receive funds distributions from the Trust Account only (i) in the event that the Corporation has not consummated a Business Combination by the Termination Date or (ii) in the event they demand redemption of a liquidation of the Trust Account to holders of their IPO Shares in connection accordance with the dissolution subparagraph C and a Business Combination is approved in accordance with subparagraph B. The Corporation shall pay no liquidating distributions with respect to any shares of capital stock of the Corporation pursuant to the terms of the investment management trust agreement governing the Trust Account or in the event he demands redemption of his shares in accordance with paragraph (C) aboveother than IPO Shares. In no other circumstances shall a holder of IPO Shares have any right or interest of any kind in or to the Trust Account. A holder of securities issued in the private placement concurrently with or prior to the consummation of the IPO shall not have any right or interest of any kind in or to the Trust Account. E. Unless and until the Corporation has consummated a Business Combination as permitted under this Article Sixth, the Corporation may not consummate any other business combination, whether by merger, capital stock exchange, stock purchase, asset acquisition or otherwise. F. The Board of Directors shall be divided into three two classes: Class I, Class II A and Class III. B. The number of directors in each class shall be as nearly equal as possible. The directors in Class I Prior to the IPO, there shall be elected two Class A directors for a term expiring at the Corporation’s first Annual Meeting of Stockholders, the Stockholders and two Class B directors in Class II shall be elected for a term expiring at the Corporation’s second Annual Meeting of Stockholders and the directors in Class III shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders, and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third second succeeding annual meeting of stockholders after their election. Except as the GCL DGCL may otherwise require, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the BoardBoard of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the Corporation’s By-lawsBylaws), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.” (ii) The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.23. (iii) The Representative specifically advises the Company that it will not waive this Section 3.23 under any circumstances.

Amendments to Certificate of Incorporation. (i) The Company covenants and agrees, that prior to its initial Business Combination Transaction it will not seek to amend or modify its Certificate of Incorporation, including, but not limited to, any of the following provisions (A) — through (FK) of Article Sixth of its certificate Certificate of incorporationIncorporation without the prior written consent of the Representative: A. Immediately after the Corporation’s initial public offering (the “IPO”), the amount of the net offering proceeds received by the Corporation in the IPO (including the proceeds of any exercise of the underwriter’s over-allotment option) specified in the Corporation’s registration statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Registration StatementCommission”) at the time it goes effective shall be deposited and thereafter held in a trust account established by the Corporation (the “Trust Account”). Neither the Corporation nor any officer, director or employee of the Corporation shall disburse any of the proceeds held in the Trust Account until the earlier of (i) a Business Combination Transaction or (ii) the Termination Date, in each case in accordance with the terms of the investment management trust agreement (the “Trust Agreement”) governing the Trust Account; provided, however, that (x) up to the amount, as set forth in the Registration Statement of the interest earned on the Trust Account may be released to the Corporation to cover operating expenses, and (y) the Corporation shall be entitled to withdraw such amounts from the Trust Account as would be required to pay taxes on the representing interest earned on the amounts in the Trust AccountAccount as are required to pay any taxes. B. Prior to the consummation of any a Business CombinationTransaction, the Corporation shall submit such Business Combination provide all holders of its Common Stock with the opportunity to its stockholders for approval regardless redeem their shares of whether Common Stock, effective upon consummation of the Business Combination is of a type which normally would require such stockholder approval under Transaction, for cash equal to the GCLredemption price specified below. In the event that a majority of the shares cast at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Corporation shall be authorized to consummate the Business Combination; provided, however, that the The Corporation shall not consummate grant any request for redemption in the event such Business Combination if Transaction is not consummated. The Corporation shall conduct such redemptions either (i) through a tender offer pursuant to the holders tender offer rules promulgated under the Securities Exchange Act of 30% 1934, as amended (the “Exchange Act”) or more (ii) in conjunction with a stockholder vote and the solicitation of proxies pursuant to the proxy rules promulgated under the Exchange Act. If the Corporation conducts the redemption pursuant to the tender offer rules, the redemption price payable per share of Common Stock shall be equal to the amount held in the Trust Account as of the IPO Shares exercise their redemption rights described in Paragraph C below. C. In commencement of the event that a tender offer plus interest accrued until two business days prior to the consummation of the Business Combination is approved in accordance with the above Paragraph B and is consummated Transaction, less taxes payable, divided by the Corporation, any stockholder total number of the Corporation holding shares of Common Stock issued sold as part of the units in the Corporation’s IPO (the “IPO Shares”) who voted against ). If the Business Combination may, contemporaneous Corporation conducts the redemption in conjunction with such a stockholder vote, demand that the Corporation redeem his redemption price payable per share of Common Stock to holders of IPO Shares for cash. If so demanded, the Corporation shall, promptly after consummation exercising their redemption rights and voting (1) in favor of the Business Combination, redeem such shares for cash at a per share redemption price Transaction will be equal to the amount held in the Trust Account as of two business days prior to the consummation of the Business Combination (net of Transaction, less taxes payable), divided by the total number of IPO Shares and (2) against the Business Transaction will be equal to the amount held in the Trust Account as of two business days prior to the consummation of the Business Transaction, less the portion attributable to interest earned on the amounts in the Trust Account and less taxes payable, divided by the total number of IPO Shares. Whether the Corporation conducts the redemption pursuant to the tender offer rules or in conjunction with a stockholder vote, the redemption price shall in no event be less than $9.75 per share of Common Stock (or $9.74 per share of Common Stock if the underwriters’ over-allotment option is exercised in full). C. If the Corporation conducts the redemptions through a tender offer: (i) the Corporation shall file tender offer documents with the Commission which will contain substantially the same financial and other information about the Business Transaction and the redemption rights as is required under the proxy rules promulgated under the Exchange Act in connection with the solicitation of proxies, even if such information is not required under the tender offer rules promulgated under the Exchange Act; and (ii) the Corporation shall not commence any such tender offer unless all holders of shares of Common Stock other than IPO Shares have irrevocably agreed in writing not to redeem such shares in the tender offer. If the Corporation conducts the redemption in conjunction with a stockholder vote and not though a tender offer, the Corporation shall not redeem any shares of Common Stock other than IPO Shares. D. A holder of IPO Shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a ‘‘group’’ (as defined under Section 13 of the Exchange Act), will be restricted from redeeming more than an aggregate of 10% of the IPO Shares; provided, however, that this restriction shall not apply if the Corporation conducts the redemption through a tender offer. E. The Corporation will consummate a Business Transaction only if holders of no more than 88% of the IPO Shares redeem their shares of Common Stock and, solely if the Corporation holds a stockholder vote in connection with such Business Transaction, a majority of the outstanding shares of Common Stock voted are voted in favor of the Business Transaction. F. In the event that the Corporation does not consummate a Business Transaction within fifteen (15) months from the effective date of the Registration Statement (the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible redeem 100% of the IPO Shares for cash for a redemption price per share equal to the amount held in the Trust Account, including the interest earned thereon, less taxes payable, divided by the total number of IPO Shares (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation. If, after the redemption of the IPO Shares and/or dissolution and liquidation, the Corporation receives any refund of income taxes that were paid from the Trust Account, the amount of such refund shall be distributed to the former holders of IPO Shares. G. A holder of IPO Shares shall be entitled to receive funds from the Trust Account only in the event (i) of a liquidation of the Trust Account to holders of IPO Shares in connection with the dissolution of the Corporation pursuant to the terms of the investment management trust agreement governing the Trust Account or in the event he demands Agreement, (ii) such holder exercises its redemption of his shares rights in accordance with paragraph Article 6B above, or (Ciii) the Corporation redeems the IPO Shares or liquidates in accordance with Article 6F above). In no other circumstances shall a holder of IPO Shares have any right or interest of any kind in or to the Trust Account. A , and no stockholder other than a holder of securities issued in the private placement concurrently with or prior to the consummation of the IPO Shares shall not have any right or interest of any kind in or to the Trust Account. E. Unless and until the Corporation has consummated a Business Combination as permitted under this Article Sixth, the Corporation may not consummate any other business combination, whether by merger, capital stock exchange, stock purchase, asset acquisition or otherwise. F. H. The Board of Directors shall be divided into three two classes: Class I, Class II A and Class III. B. The number of directors in each class shall be as nearly equal as possible. The directors in Class I Prior to the IPO, there shall be elected three Class A directors for a term expiring at the Corporation’s first Annual Meeting of Stockholders, the Stockholders and two Class B directors in Class II shall be elected for a term expiring at the Corporation’s second Annual Meeting of Stockholders and the directors in Class III shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders, and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third second succeeding annual meeting of stockholders after their election. Except as the GCL may otherwise require, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the BoardBoard of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation’s By-laws), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. I. Prior to the consummation of the Corporation’s Business Transaction, the Corporation shall not issue any additional stock that participates in the proceeds of the Trust Account, or that votes as a class with the IPO Shares, if the Corporation seeks stockholder approval of a Business Transaction. J. The Corporation may not enter into any transaction with any affiliate of the Corporation without the prior approval by a majority of the members of its board of directors who do not have an interest in the transaction who had access, at the Corporation’s expense, to the Corporation’s attorneys or independent legal counsel, and unless the Corporation’s disinterested directors determine that the terms of such transaction are no less favorable to it than those that would be available to the Corporation with respect to such a transaction from unaffiliated third parties. K. In the event the Corporation enters into a Business Transaction with a target business that is affiliated with 57th Street GAC Holdings, LLC, or the directors or officers of the Corporation, the Corporation will obtain an opinion from an independent investment banking firm that is a member of Financial Industry Regulatory Authority that such Business Transaction is fair to the Corporation’s stockholders from a financial point of view.” (ii) The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.233.28. (iii) The Representative specifically advises the Company that it will not waive this Section 3.23 3.28 under any circumstances.

Amendments to Certificate of Incorporation. (i) The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify any of the following provisions set forth in Article 6 of the Company’s Amended and Restated Certificate of Incorporation: (A) — (F) of Article Sixth of its certificate of incorporation: A. Immediately after the Corporation’s IPO, the amount of the net offering proceeds received by the Corporation in the IPO (including the proceeds of any exercise of the underwriter’s over-allotment option) specified in the Corporation’s registration statement on Form S-1 filed with the Securities and Exchange Commission (the “Registration Statement”) at the time it goes effective shall be deposited and thereafter held in a trust account established by the Corporation (the “Trust Account”). Neither the Corporation nor any officer, director or employee of the Corporation shall disburse any of the proceeds held in the Trust Account until the earlier of (i) a Business Combination or (ii) the Termination Date, in each case in accordance with the terms of the investment management trust agreement governing the Trust Account; provided, however, that (x) up to the amount, as set forth in the Registration Statement of the interest earned on the Trust Account may be released to the Corporation to cover operating expenses, and (y) the Corporation shall be entitled to withdraw such amounts from the Trust Account as would be required to pay taxes on the interest earned on the Trust Account. B. (B) Prior to the consummation of any Business Combination, the Corporation shall submit such Business Combination to its stockholders for approval regardless of whether the Business Combination is of a type which normally would require such stockholder approval under the GCL. In the event that a majority of the shares cast at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Corporation shall be authorized to consummate the Business Combination; provided, however, that the Corporation shall not consummate any Business Combination if the holders of 30% or more of the IPO Shares exercise their redemption rights described in Paragraph C below. C. (C) In the event that a Business Combination is approved in accordance with the above Paragraph B and is consummated by the Corporation, any stockholder of the Corporation holding shares of Common Stock issued in the IPO (the “IPO Shares”) who voted against the Business Combination may, contemporaneous with such vote, demand that the Corporation redeem his IPO Shares for cash. If so demanded, the Corporation shall, promptly after consummation of the Business Combination, redeem such shares for cash at a per share redemption price equal to the amount held in the Trust Account as of two business days prior to the consummation of the Business Combination (net of taxes payable), divided by the total number of IPO Shares, which amount shall in no event be less than $7.84 per share. D. (D) A holder of IPO Shares shall be entitled to receive funds from the Trust Account only in the event of a liquidation of the Trust Account to holders of IPO Shares in connection with the dissolution of the Corporation pursuant to the terms of the investment management trust agreement governing the Trust Account or in the event he demands redemption of his shares in accordance with paragraph (C) above. In no other circumstances shall a holder of IPO Shares have any right or interest of any kind in or to the Trust Account. A holder of securities issued in the private placement concurrently with or prior to the consummation of the IPO shall not have any right or interest of any kind in or to the Trust Account. E. (E) Unless and until the Corporation has consummated a Business Combination as permitted under this Article Sixth, the Corporation may not consummate any other business combination, whether by merger, capital stock exchange, stock purchase, asset acquisition or otherwise. F. (F) The Board shall be divided into three classes: Class IA, Class II B and Class III. C. The number of directors in each class shall be as nearly equal as possible. The directors in Class I A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class II B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class III C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders, and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Except as the GCL may otherwise require, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the Corporation’s By-laws), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.” (ii) The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.23. (iii) The Representative specifically advises the Company that it will not waive this Section 3.23 under any circumstances.