• Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers, directors and director nominees to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect 0tereto. Up to 51.500,000 of such loans may be convertible into warrants of the past business combination entity at a price of $0.50 per warrant at the option of the lender, and We may pay a member of our combined team (or an entity affiliated with a member of our combined team) a fee for financial advisory services rendered in connection with our identification, negotiation and consummation of our initial business combination. The fee will only be payable upon closing of our initial business combination, and may be paid out of the offering proceeds deposited in the trust account. The per-share amount distributed to any redeeming stockholders upon the completion of our initial business combination will not be reduce] as a result of such foe. A majority of disinterested directors will determine the nature and amount of such fee, which will be based upon the prevailing market rate for similar services negotiated at aims' length for such transactions at such time, but will in no event exceed $3,000,000 in the aggregate. Any such fee will also be subject to the review of our audit committee pursuant to the audit committee's policies and procedures relating to transactions that may present conflicts of interest. No such fee will be payable to our Chief Executive Officer. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their aft-Thaws 24 Audit Committee Indemnification of Trust Account Prior to t