2. Representations and Warranties.
(a) (i) The Sponsor and each Insider, with respect to itself, represent and warrant to the Company that it has the full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement, and (ii) each Insider, with respect to itself, (1) represents and warrants to the Company that it has the full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to serve as an officer of the Company and/or a director on the Companys board of directors (the Board), as applicable, and (2) consents to being named in the Prospectus, road show and any other materials as an officer and/or director of the Company, as applicable.
(b) Each Insider represents and warrants, with respect to itself, that (i) such Insiders biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to such Insiders background, as applicable, (ii) such Insiders questionnaire furnished to the Company is true and accurate in all material respects, as applicable, (iii) if such Insider is a corporation, partnership, limited liability company, trust, estate or other entity, the Insider is duly organized, formed or incorporated, as the case may be, and is validly existing in good standing under the laws of the jurisdiction in which such Insider is organized, (iv) such Insider is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction, (v) such Insider has never been convicted of, or pleaded guilty to, any crime (1) involving fraud, (2) relating to any financial transaction or handling of funds of another person or (3) pertaining to any dealings in any securities, and such Insider is not currently a defendant in any such criminal proceeding and (vi) such Insider has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.
3. Business Combination Vote. The Sponsor and each Insider, with respect to itself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it shall vote all Founder Shares and any Public Shares held by it in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such proposed initial Business Combination) and not redeem any Founder Shares or Public Shares held by it in connection with such shareholder approval.
4. Failure to Consummate a Business Combination; Trust Account Waiver.
(a) The Sponsor and each Insider hereby agree, with respect to itself, that in the event that the Company fails to consummate an initial Business Combination within 24 months from the closing of the Public Offering, or such later period approved by the Companys shareholders in accordance with the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish all Public Shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Companys remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Companys obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider, severally and not jointly, agree not to propose any amendment to the Charter (i) that would modify the substance or timing of the Companys obligation to provide holders of the Public Shares the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within 24 months from the closing of the Public Offering or (ii) with respect to any provision relating to the rights of holders of Public Shares unless the Company provides its Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, if any, divided by the number of then-outstanding Public Shares.
(b) The Sponsor and each Insider, with respect to itself, acknowledges that it has no right, title, interest or claim of any kind in or to the Trust Account or any monies or other assets held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, if