Extract to table

5% of the gross proceeds of the IPO (including any gross proceeds received upon any exercise of the over-allotment option), payable solely from the Trust Account and solely upon the consummation of an initial Business Combination, as more fully described in the Underwriting Agreement; WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold, invest, and disburse the Trust Amount and all amounts deposited in the Trust Account from time to time; and NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I — DEFINITIONS As used in this Trust Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement or the Company's Registration Statement on Form S-1, as applicable

Such Extension Deposit shall be made on or before the initial Business Combination Deadline of December 25, 2022

By way of illustration, if, as of the date of such Extension Deposit, the over-allotment option has been exercised in part such that 21,500,000 Public Shares are outstanding, the required Extension Deposit shall equal $0

If the over-allotment option has not been exercised or has been exercised only with respect to a different number of additional Units, the Extension Deposit shall be adjusted accordingly based on the number of then-outstanding Public Shares multiplied by $0

For the avoidance of doubt, the Sponsor (or its designees) shall be entitled to make such Extension Deposit in its sole discretion and shall have no obligation to do so