Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each and any of Alan I. Annex, Joseph A. Herz, Brian Wheaton, Drew M.
Altman and Spencer Cercone his true and lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities (until revoked in writing) to:
1. Sign any and all instruments, certificates and documents appropriate or
required to be executed on behalf of the undersigned pursuant to sections 13 and
16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
any and all regulations promulgated thereunder (including, without limitation,
any Joint Filing Agreement with respect thereto), and to file the same, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission (the "SEC"), and with any other entity when
and if such is mandated by the Exchange Act or by the Bylaws of the Financial
Industry Regulatory Authority;
2. prepare, execute, acknowledge, deliver and file a Form ID (including any
amendments or authentications thereto) with respect to obtaining EDGAR codes,
with the SEC;
3. seek or obtain, as the representative of the undersigned and on behalf of
the undersigned, information on transactions in securities, from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such
information to such attorneys-in-fact and the undersigned approves and ratifies
any such release of information; and
4. perform any and all other acts which in the discretion of such attorneys-
in-fact are necessary or desirable for and on behalf of the undersigned in
connection with the foregoing.
The undersigned acknowledges that:
1. this Power of Attorney authorizes, but does not require, such attorneys-
in-fact to act in their discretion on information provided to such attorneys-in-
fact without independent verification of such information;
2. any documents prepared and/or executed by such attorneys-in-fact on
behalf of any of the undersigned pursuant to this Power of Attorney will be in
such form and will contain such information and disclosure as such attorney-in-
fact, in his or her discretion, deems necessary or desirable;
3. the attorneys-in-fact do not assume (a) any liability for responsibility
to comply with the requirements of the Exchange Act for any of the undersigned,
(b) any liability for any failure to comply with such requirements for any of
the undersigned, or (c) any obligation or liability for profit disgorgement
under Section 16(b) of the Exchange Act for any of the undersigned; and
4. this Power of Attorney does not relieve any of the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Sections 13 and 16 of the Exchange Act.
The undersigned hereby gives and grants the foregoing attorneys-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, with full power of substitution and revocation, hereby ratifying
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Power of Attorney. This Power of Attorney
shall remain in full force and effect until revoked by the undersigned in a
signed writing delivered to such attorneys-in-fact.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 14th day of December, 2020.
/s/ Sherman Edmiston III
________________________
Sherman Edmiston III