Common use of No Claim Against the Trust Account Clause in Contracts

No Claim Against the Trust Account. The Company, on behalf of itself and the Company Equityholders and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes; or (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that Acquiror is a blank check company with the power and privileges to effect a Business Combination, on behalf of itself and the Company Equityholders has read Acquiror’s final prospectus, dated January 11, 2022 and other Affiliates, represents and warrants that it has read the IPO Prospectus and other Acquiror SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror, Acquiror’s public stockholders (including overallotment shares acquired by shareholders and the underwriters of Acquiror’s underwriters, the “Public Stockholders”), initial public offering and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that Xxxxxxxx’s sole assets consist of the consummation cash proceeds of Acquiror’s initial business combination or public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in connection with an extension the Trust Account for the benefit of Acquiror, its public shareholders and the underwriters of Acquiror’s deadline initial public offering. The Company further acknowledges that, if the transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination, are not consummated by such date as approved by the shareholders of Acquiror to consummate complete a business combination; (b) Business Combination, Acquiror will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its public shareholders the amounts being held in the Trust Account, amounts necessary to pay for any franchise or income taxes; or (d) to . For and in consideration of Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in entering into this Agreement, neither and for other good and valuable consideration, the Companyreceipt and sufficiency of which are hereby acknowledged, nor any of the Company Equityholders or Affiliates, do now or shall at any time hereafter have hereby irrevocably waives any right, title, interest or claim of any kind (whether based on Contract, tort, equity or otherwise) that it has or may have in the future in or to any monies or other assets in the Trust Account and agrees not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make in connection with, this Agreement or any negotiations, Contracts or agreements or transactions with Acquiror. Notwithstanding the foregoing sentence, (a) nothing herein shall limit or prohibit the Company’s right to pursue any claim against Acquiror for (i) legal relief against monies or other assets held outside the Trust Account or (ii) specific performance to consummate the Closing (including any claim for Acquiror to specifically perform its obligations under this Agreement to cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemption) at the Closing to the Company in accordance with the terms of this Agreement and the Trust Agreement), so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemption or otherwise violate the Trust Agreement and (b) nothing herein shall limit or prohibit any claim that the Company may have following the Closing against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims funds that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that have been purchased or acquired with any such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinfunds). This Section 6.03 6.04 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that the Acquiror is a blank check company with the power and privileges to effect a merger, on behalf of itself and asset acquisition, reorganization or similar business combination involving the Company Equityholders and other Affiliatesone or more businesses or assets, represents and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), shareholders and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further agrees that the consummation Acquiror’s sole assets consist of the cash proceeds of the Acquiror’s initial business combination public offering and private placements of its securities, and substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. The Company further acknowledges that, if the transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination, are or in connection with an extension of Acquiror’s deadline to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPOis not consummated by May 27, subject to extension 2022 or such later date as approved by an amendment to the Acquiror Organizational Documents; (c) with respect Board to any interest earned on complete a Business Combination, Acquiror will be obligated to return to its shareholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself itself, each other Company Group Member and the Company Equityholders its and other their respective Affiliates) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and Acquiror to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by Acquiror or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever whatsoever, provided that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account to the extent arising out Company in accordance with the terms of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate redemptions of any shares of Acquiror to induce Acquiror to enter into this Agreement, and (iiiy) intend and understand such waiver nothing herein shall serve to be valid, binding and enforceable against the Company, limit or prohibit any claims that the Company Equityholders and its respective Affiliates under applicable Law. To may have in the extent the Company, the Company Equityholders and its respective Affiliates commence any Action future against Acquiror’s assets or proceeding based upon, funds that are not held in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) funds that have been released from the Trust Account and any assets that have been purchased or acquired with any amounts contained thereinsuch funds). This Section 6.03 6.04 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Each of the Company, on behalf of itself Merger Sub and the Company Equityholders and other Affiliates, represents and warrants Merger Sub II acknowledges that it has read SPAC’s final prospectus, dated January 14, 2021, the IPO Prospectus and other SEC Reports, the Acquiror SPAC Organizational Documents, Documents and the Trust Agreement and understands that Acquiror SPAC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of AcquirorSPAC’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), shareholders and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: are available only in the limited circumstances set forth in the Trust Agreement. Each of the Company, Merger Sub and Merger Sub II further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated within 24 (a) to the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline to consummate a business combination; (bcertain circumstances, 30) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after from the closing of the IPOoffering contemplated by SPAC’s final prospectus, subject SPAC will be obligated to extension by an amendment return to the Acquiror Organizational Documents; (c) with respect to any interest earned on its shareholders the amounts being held in the Trust Account. Accordingly, amounts necessary and subject to pay for any franchise or income taxes; or (d) to Acquiror after or concurrently with the consummation following proviso, each of a business combination. The the Company, Merger Sub and Merger Sub II (on behalf of itself and the Company Equityholders and other its respective Affiliates, acknowledges Representatives and agrees thatequityholders) hereby irrevocably waives any past, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any future right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account claims (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability liability) of any kind in or to any monies in the Trust Account (collectively, or to collect any monies from the “Released Claims”). The Company, on behalf of itself Trust Account) and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have agree not to seek recourse against the Trust Account (including or any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out ofof or relating to, this Agreement or the Transactions with SPAC; provided that notwithstanding anything herein or otherwise to the contrary, (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against SPAC for legal relief against monies or other assets of SPAC held outside the Trust Account to the extent permitted by this Agreement or for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Shareholder Redemption) to the Company in accordance with the terms of this Agreement and the Trust Agreement) and (y) nothing herein shall serve to limit or prohibit any negotiations, contracts or agreements with Acquiror claims that the Company may have in the future against SPAC’s (or its Representatives and will successors’) assets or funds that are not seek recourse against held in the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge funds that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of have been released from the Trust Account and any assets that have been purchased or acquired with any such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinfunds). This Section 6.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Company, on behalf of itself and the Company Equityholders and other Affiliates, represents and warrants acknowledges that it has read the IPO Prospectus Buyer’s final prospectus, dated January 14, 2021, and other Buyer SEC Reports, the Acquiror Buyer Organizational Documents, and the Trust Agreement and understands that Acquiror Buyer has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of AcquirorBuyer’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that if the Transactions or, in the event of a termination of this Agreement, another Business Combination, are not consummated by January 20, 2023 or such later date as approved by the Buyer Stockholders to the Public Stockholders if they elect complete a Business Combination, Buyer will be obligated to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline return to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its controlled Affiliates) hereby irrevocably waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to any monies in the Trust Account or distributions therefromaccess, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with therefrom to Buyer’s public stockholders) or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against to collect from the Trust Account (including any distributions therefrom) now monies that may be owed to them by Buyer or in the future as a result ofany of its Affiliates for any reason whatsoever, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any or distributions therefrom) at any time for any reason whatsoever prior to the extent arising out Effective Time; provided that nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Buyer or any of its Affiliates for legal relief against assets held outside the Released Claims Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 12.13 for an alleged breach of this Agreement specific performance or any other agreement with Acquiror or its Affiliates), (ii) agree injunctive relief. The Company agrees and acknowledge acknowledges that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror Buyer to induce Acquiror it to enter into in this Agreement, and (iii) intend the Company further intends and understand understands such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, that the Company Equityholders and its respective Affiliates commence commences any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding Buyer that seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the CompanyBuyer, the Company Equityholders hereby acknowledges and their Affiliates’ agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons the Company (or any Person party claiming on any of their behalves the Company’s behalf or in lieu of any of themthe Company) to have any claim against the Trust Account (including any distributions therefromtherefrom to Buyer’s public stockholders) or any amounts contained therein. In the event that the Company commences any Action based upon, in connection with, relating to or arising out of any matter relating to Buyer that seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom to Buyer’s public stockholders), whether in the form of money damages or injunctive relief, Buyer shall be entitled to recover from the Company the associated legal fees and costs in connection with any such action, in the event that Buyer prevails in such action or proceeding. This Section 6.03 7.04 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Company, on behalf Each of itself and the Company Equityholders and other Affiliates, represents and warrants Merger Sub acknowledges that it has read SPAC’s final prospectus, dated January 15, 2021, the IPO Prospectus and other SEC Reports, the Acquiror Organizational Documents, Documents of SPAC and the Trust Agreement and understands that Acquiror SPAC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of AcquirorSPAC’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), shareholders and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders limited circumstances set forth in the Trust Agreement. Each of the Company and Merger Sub further acknowledges that, if they elect to redeem their Acquiror shares the Transactions, or, in connection with the consummation event of Acquiror’s initial business combination or in connection with an extension a termination of Acquiror’s deadline to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination this Agreement, another Business Combination, are not consummated within 24 months after from the closing of the IPOoffering contemplated by SPAC’s final prospectus, subject SPAC will be obligated to extension by an amendment return to the Acquiror Organizational Documents; (c) with respect to any interest earned on its shareholders the amounts being held in the Trust Account. Accordingly, amounts necessary and subject to pay for any franchise or income taxes; or the following proviso, each of the Company and Merger Sub (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its respective Affiliates, acknowledges Representatives and agrees thatequityholders) hereby irrevocably waives any past, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any future right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account claims (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability liability) of any kind in or to any monies in the Trust Account (collectively, or to collect any monies from the “Released Claims”). The Company, on behalf of itself Trust Account) and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have agree not to seek recourse against the Trust Account (including or any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out ofof or relating to, this Agreement, the other Transaction Agreements or the Transactions; provided that notwithstanding anything herein or otherwise to the contrary, (x) nothing in this Section 6.03 shall serve to limit or prohibit the Company’s right to pursue a claim against SPAC for legal relief against monies or other assets of SPAC held outside the Trust Account or for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the exercise of the SPAC Shareholder Redemption Right by any negotiations, contracts SPAC Shareholder) to the Company in accordance with the terms of this Agreement and the Trust Agreement) or agreements with Acquiror for Fraud and (y) nothing in this Section 6.03 shall serve to limit or prohibit any claims that the Company may have in the future against SPAC’s (or its Representatives and will successors’) assets or funds that are not seek recourse against held in the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge funds that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of have been released from the Trust Account and any assets that have been purchased or acquired with any such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinfunds). This Section 6.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that Acquiror is a blank check company with the power and privileges to effect a merger, on behalf of itself asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company Equityholders has read Acquiror’s final prospectus, dated February 24, 2021 and other Affiliates, represents and warrants that it has read the IPO Prospectus and other Acquiror SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that Xxxxxxxx’s sole assets consist of the consummation cash proceeds of Acquiror’s initial business combination public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions or, in the event of termination of this Agreement, another Business Combination, are or in connection with an extension is not consummated by March 1, 2023 or such later date as approved by the stockholders of Acquiror’s deadline Acquiror to consummate complete a business combination; (b) Business Combination, Acquiror will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and Acquiror to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by Acquiror or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (including whatsoever, including, without limitation, for an alleged breach any Willful Breach of this Agreement Agreement; provided, that (i) nothing herein shall serve to limit or any prohibit the Company’s right to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account, for specific performance or other agreement with Acquiror or its Affiliates)equitable relief, and (ii) agree and acknowledge nothing herein shall serve to limit or prohibit any claims that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To may have in the extent the Company, the Company Equityholders and its respective Affiliates commence any Action future against Acquiror’s assets or proceeding based upon, funds that are not held in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefromfunds that have been released from the Trust Account (other than in payment to Redeeming Stockholders) and any assets that have been purchased or acquired with any amounts contained thereinsuch funds). This Section 6.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that the Acquiror is a blank check company with the power and privileges to effect a merger, on behalf of itself asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company Equityholders has read Acquiror’s final prospectus, dated October 18, 2017 and other Affiliates, represents and warrants that it has read the IPO Prospectus and other Acquiror SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that the consummation Acquiror’s sole assets consist of the cash proceeds of the Acquiror’s initial business combination public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. The Company further acknowledges that, if the transactions contemplated by this Agreement are not consummated by January 23, 2020, or, in the event of termination of this Agreement, another Business Combination is not consummated by October 23, 2019 or in connection with an extension such later date as approved by the shareholders of Acquiror’s deadline Acquiror to consummate complete a business combination; (b) Business Combination, Acquiror will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and Acquiror to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by Acquiror or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (including whatsoever, including, without limitation, for an alleged breach any Willful Breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 6.05 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that SPAC is a blank check company with the power and privileges to effect a merger, on behalf of itself asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company Equityholders has read SPAC’s final prospectus, dated March 15, 2021, and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SPAC SEC Reports, the Acquiror SPAC Organizational Documents, and the Trust Agreement and understands that Acquiror SPAC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of AcquirorSPAC’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that SPAC’s sole assets currently consist of the consummation cash proceeds of AcquirorSPAC’s initial business combination public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions or, in the event of termination of this Agreement, another Business Combination, are or is not consummated within the requisite period set forth in connection with an extension the SPAC Organizational Documents or such later date as approved by the stockholders of Acquiror’s deadline SPAC to consummate complete a business combination; (b) Business Combination, SPAC will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and SPAC to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by SPAC or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (including whatsoever, including, without limitation, for an alleged breach any Willful Breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 ‎Section 6.05 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that Acquiror is a blank check company with the power and privileges to effect a merger, on behalf of itself asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company Equityholders has read Acquiror’s final prospectus, dated September 22, 2020 and other Affiliates, represents and warrants that it has read the IPO Prospectus and other Acquiror SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that Acquiror’s sole assets consist of the consummation cash proceeds of Acquiror’s initial business combination public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination, are or in connection with an extension is not consummated by September 22, 2022 or such later date as approved by the stockholders of Acquiror’s deadline Acquiror to consummate complete a business combination; (b) Business Combination, Acquiror will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and Acquiror to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by Acquiror or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (including whatsoever, including, without limitation, for an alleged breach any Willful Breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 6.04 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that the Acquiror is a blank check company with the power and privileges to effect a merger, on behalf of itself asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company Equityholders has read Acquiror's final prospectus, dated March 14, 2019 and other Affiliates, represents and warrants that it has read the IPO Prospectus and other Acquiror SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has ​ established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s 's public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing 's sole assets consist of the IPOcash proceeds of the Acquiror's initial public offering and private placements of its securities, subject and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination, are or is not consummated by March 19, 2021 or such later date as approved by the stockholders of Acquiror to extension by an amendment complete a Business Combination, Acquiror will be obligated to the Acquiror Organizational Documents; (c) with respect return to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and Acquiror to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by Acquiror or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (including whatsoever, including, without limitation, for an alleged breach any Willful Breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 6.06 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Company, on behalf of itself and the Company Equityholders and other Affiliates, represents and warrants acknowledges that it has read the IPO Prospectus Acquiror’s final prospectus, dated March 4, 2021 and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and the Company acknowledges and agrees and understands that Acquiror has established a trust account (the “Trust Account Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO such initial public offering (including interest accrued from time to time thereon) for the benefit of Acquiror’s public stockholders shareholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) only in the express circumstances described in the Prospectus and set forth in the Trust Agreement. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by March 9, 2023 or such later date as approved by the shareholders of Acquiror to the Public Stockholders if they elect complete a Business Combination, Acquiror will be obligated to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline return to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its shareholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or (d) to and in consideration of Acquiror after or concurrently with entering into this Agreement, and for other good and valuable consideration, the consummation receipt and sufficiency of a business combination. The Companywhich is hereby acknowledged, the Company hereby agrees on behalf of itself and the Company Equityholders its Affiliates and other Affiliates, acknowledges and agrees Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, neither the Company, nor any each of the Company Equityholders and its Affiliates and each of their respective Representatives hereby irrevocably waives any past, present or Affiliates, do now or shall at any time hereafter have any future right, title, interest or claim (whether based on contract, tort, equity or any other theory of legal liability) of any kind in or to any monies in the Trust Account or distributions therefrom, or and agrees such party shall not make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or any of its Representatives, on the one hand, and the Company, the Company Equityholders and or its Affiliates or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectivelyliability, the Trust Account, the Trustee and Acquiror, (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”)) for any reason whatsoever, and will not seek recourse against the Trust Account, the Trustee or the Acquiror in respect thereof at any time for any reason whatsoever. This Section 6.03 shall survive the termination of this Agreement for any reason. The Company, on its own behalf and on behalf of itself its Affiliates and the Company Equityholders and other Affiliatesits Representatives, (i) hereby irrevocably waive waives any Trust Account Released Claims that the Company, the Company Equityholders and it or any of its respective Affiliates or Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements Contracts with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates). Notwithstanding the foregoing, (ii) agree and acknowledge that such irrevocable waiver is material nothing herein shall serve to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against limit or prohibit the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating ’s right to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief pursue a claim against Acquiror or any of its Representatives, the Company, on behalf Affiliates for legal relief against assets of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds Acquiror held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefromassets that have been purchased or acquired with any funds that have been released from the Trust Account) or any amounts contained therein. This pursuant to Section 6.03 shall survive the termination of this Agreement 11.13 for any reasonspecific performance or other injunctive relief.

No Claim Against the Trust Account. The CompanyCompany acknowledges that Acquiror is a blank check company with the power and privileges to effect a merger, on behalf of itself and asset acquisition, reorganization or similar business combination involving the Company Equityholders and other Affiliatesone or more businesses or assets, represents and warrants further acknowledges that it has read the IPO Final Prospectus and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares limited circumstances set forth in connection with the consummation Trust Agreement. The Company further acknowledges that Acquiror’s sole assets consist of the cash proceeds of Acquiror’s initial business combination public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by March 13, 2022 or in connection with an extension such later date as approved by the stockholders of Acquiror’s deadline Acquiror to consummate complete a business combination; (b) Business Combination, Acquiror will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its directors, managers, officers, Affiliates, acknowledges stockholders, members and agrees thattrustees) hereby waives any past, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to any monies in access, the Trust Account or distributions therefrom, or make any claim against to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by Acquiror or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (whatsoever, including for an alleged breach any Willful Breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to Agreement. The provisions of this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 7.04 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Company, on behalf of itself Company and the Company Equityholders and other Affiliates, represents and warrants Holdings each acknowledges that it has read the IPO Prospectus Acquiror’s final prospectus, dated November 23, 2020 and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: are available only in the limited circumstances set forth in the Trust Agreement. The Company and Holdings further acknowledges and agrees that Acquiror’s sole assets consist of (ai) to the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation cash proceeds of Acquiror’s initial business combination public offering and private placement of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders and (ii) its rights under any Contract. The Company and Holdings further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by May 23, 2022 or in connection with an extension such later date as approved by the stockholders of Acquiror’s deadline Acquiror to consummate complete a business combination; (b) Business Combination, Acquiror will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or each of the Company and Holdings (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to any monies in access, the Trust Account or distributions therefrom, or make any claim against trustee of the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against otherwise to collect from the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with monies that may be owed to them by Acquiror or any of its Representatives Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinwhatsoever. This Section 6.03 8.04 shall survive the termination of this Agreement for any reason; provided, that nothing herein shall serve to limit or prohibit the Company’s or Holdings’ right to pursue a claim against Acquiror or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 13.13 for specific performance or other injunctive relief.

No Claim Against the Trust Account. The CompanyCompany acknowledges that SPAC is a blank check company with the power and privileges to effect a merger, on behalf of itself asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company Equityholders has read SPAC’s final prospectus, dated March 15, 2021, and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SPAC SEC Reports, the Acquiror SPAC Organizational Documents, and the Trust Agreement and understands that Acquiror SPAC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of AcquirorSPAC’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that SPAC’s sole assets currently consist of the consummation cash proceeds of AcquirorSPAC’s initial business combination public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions or, in the event of termination of this Agreement, another Business Combination, are or is not consummated within the requisite period set forth in connection with an extension the SPAC Organizational Documents or such later date as approved by the stockholders of Acquiror’s deadline SPAC to consummate complete a business combination; (b) Business Combination, SPAC will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and SPAC to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by SPAC or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (including whatsoever, including, without limitation, for an alleged breach any Willful Breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 6.05 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyEach Company Party, on behalf of itself and the Company Equityholders its respective Pre-Closing Holders and other Affiliates, represents and warrants that it has read received copies of the IPO Prospectus and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public stockholders shareholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination Business Combination or in connection with an extension of Acquiror’s deadline to consummate a business combinationBusiness Combination; (b) to the Public Stockholders Shareholders if Acquiror fails to consummate a business combination Business Combination within 24 18 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes; , or (d) to Acquiror after or concurrently with the consummation of a business combinationBusiness Combination. The CompanyEach Company Party, on behalf of itself and the Company Equityholders its respective Pre-Closing Holders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Companyno Company Party, nor any of the Company Equityholders its Pre-Closing Holders or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement; provided, that (a) nothing herein shall serve to limit or prohibit any Company Party’s right to pursue a claim against the Acquiror Parties for (i) legal relief against monies or other assets held outside the Trust Account or (ii) specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for the Acquiror Parties to specifically perform their obligations under this Agreement or any proposed or actual business relationship between and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror or its Representatives, on Shareholder Redemption) to the one hand, Company Parties in accordance with the terms of this Agreement and the Company, Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Shareholder Redemption and (b) nothing herein shall serve to limit or prohibit any claims that any Company Equityholders and their Representatives, on Party may have in the other hand, future against Acquiror’s or any other matterAcquiror Party’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account (except any such funds released in order to effectuate the Acquiror Shareholder Redemption) and any assets that have been purchased or acquired with any such funds) (subject to the foregoing limitations set forth in sub-clauses (a) and (b), and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The CompanyCompany Parties, on behalf of itself themselves and the Company Equityholders their respective Pre-Closing Holders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the CompanyCompany Parties, the Company Equityholders Pre-Closing Holders and its their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the CompanyCompany Parties, the Company Equityholders Pre-Closing Holders and its their respective Affiliates under applicable Law. To the extent the CompanyCompany Parties, the Company Equityholders Pre-Closing Holders and its their respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding Action seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the CompanyCompany Parties, on behalf of itself themselves and the Company Equityholders their respective Pre-Closing Holders and other Affiliates, hereby acknowledge and agree that the CompanyCompany Parties, the Company Equityholders Pre-Closing Holders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefromtherefrom in accordance with this Section 6.03) or any amounts contained therein. This Section 6.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. Reference is made to the Prospectus. The Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby represents and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities shares acquired by Acquiror’s its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, underwriters the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Stockholders if in the event they elect to redeem their Acquiror shares Common Stock pursuant to the Offer in connection with the consummation of Acquiror’s initial business combination Business Combination or in connection with an extension of Acquiror’s its deadline to consummate a business combination; Business Combination, (b) to the Public Stockholders if Acquiror fails to consummate a business combination Business Combination within 24 twenty-four (24) months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay for any franchise or income taxes; Taxes, or (d) to Acquiror after or concurrently with the consummation of a business combinationBusiness Combination. The CompanyFor and in consideration of Acquiror entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and the Company Equityholders and other Affiliates, acknowledges and agrees its controlled Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company, Company nor any of the Company Equityholders or Affiliates, its controlled Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or the Ancillary Agreements or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”). The Company, Company on behalf of itself and the Company Equityholders and other Affiliates, (i) its controlled Affiliates hereby irrevocably waive waives any Released Claims that the Company, the Company Equityholders and or any of its respective controlled Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts negotiations or agreements Contracts with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree . The Company agrees and acknowledge acknowledges that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into in this Agreement, and (iii) intend the Company further intends and understand understands such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and each of its respective controlled Affiliates under applicable Law. To the extent the Company, the Company Equityholders and or any of its respective controlled Affiliates commence commences any Action action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself Company hereby acknowledges and the Company Equityholders and other Affiliates, hereby acknowledge and agree agrees that the Company, the Company Equityholders ’s and their its controlled Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons the Company or its controlled Affiliates (or any Person person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 In the event the Company or any of its controlled Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of Acquiror, whether in the form of money damages or injunctive relief, Acquiror and its Representatives, as applicable, shall be entitled to recover from the Company and its controlled Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the termination of obligations set forth in this Agreement for any reason.Agreement. Notwithstanding anything to the contrary in this

No Claim Against the Trust Account. The CompanyCompany acknowledges that Acies is a special purpose acquisition company with the power and privileges to effect a merger, on behalf of itself asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company Equityholders and Representatives of the Company have read Acies’ final prospectus, dated October 22, 2020, and other Affiliates, represents and warrants that it has read the IPO Prospectus and other Acies SEC ReportsDocuments, the Acquiror Acies Organizational DocumentsDocument, and the Trust Agreement and understands the Company and such Representatives understand that Acquiror Acies has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s Acies’ public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), shareholders and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing limited circumstances set forth therein. The Company further acknowledges and agrees that Acies’ sole assets consist of the IPOcash proceeds of Acies’ initial public offering and private placements of its securities, subject and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions are not consummated by January 27, 2023, or such later date as approved by the shareholders of Acies to extension by an amendment complete a Business Combination, Acies will be obligated to the Acquiror Organizational Documents; (c) with respect return to any interest earned on its shareholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders or Affiliates, do now or shall at any time hereafter have ) hereby irrevocably waives any right, title, interest or past, present or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and Acies to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by Acies or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever whatsoever; provided, however, that nothing herein shall serve to the extent arising out of the Released Claims (including for an alleged breach of this Agreement limit or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against prohibit the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action ’s right to pursue a claim solely against Acies or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary for legal relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds assets held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefromfrom and after the consummation of a Business Combination other than as contemplated by this Agreement) or any amounts contained thereinfor specific performance, injunctive or other equitable relief in connection with the consummation of the Transactions so long as such claim would not affect Acies’ ability to fulfill its obligation to effectuate the Acies Share Redemptions. This Section 6.03 ‎Section 6.04 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Company, on behalf Each of itself and the Company Equityholders and other Affiliates, represents and warrants Holdings acknowledges that it has read the IPO Prospectus Buyer’s final prospectus, dated December 7, 2020 and other SEC Reports, the Acquiror Buyer Organizational Documents, and the Trust Agreement and understands that Acquiror Buyer has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of AcquirorBuyer’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) are available only in the limited circumstances set forth in the Trust Agreement. The Company and Holdings further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by September 10, 2022 or such later date as approved by the stockholders of Buyer to the Public Stockholders if they elect complete a Business Combination, Buyer will be obligated to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline return to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or each of the Company and Holdings (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its controlled Affiliates) hereby irrevocably waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to any monies in the Trust Account or distributions therefromaccess, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with therefrom to Buyer’s public stockholders) or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against to collect from the Trust Account (including any distributions therefrom) now monies that may be owed to them by Buyer or in the future as a result ofany of its Affiliates for any reason whatsoever, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any or distributions therefrom) at any time for any reason whatsoever whatsoever; provided, that nothing herein shall serve to limit or prohibit the extent arising out Company’s or Holdings’ right to pursue a claim against Buyer or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 13.13 for specific performance or other injunctive relief. Each of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree Company and acknowledge Holdings agrees and acknowledges that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror Buyer to induce Acquiror it to enter into in this Agreement, and (iii) intend each of the Company and understand Holdings further intends and understands such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, either the Company Equityholders and its respective Affiliates commence or Holdings commences any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its RepresentativesBuyer, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its RepresentativesBuyer, the Company, on behalf of itself Company and the Company Equityholders and other Affiliates, Holdings hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons the Company or Holdings (or any Person party claiming on any of their behalves the Company’s or Holdings’ behalf or in lieu of any of themthe Company or Holdings) to have any claim against the Trust Account (including any distributions therefromtherefrom to Buyer’s public stockholders) or any amounts contained therein. In the event the Company or Holdings commences any Action based upon, in connection with, relating to or arising out of any matter relating to Buyer, which seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom to Buyer’s public stockholders), whether in the form of money damages or injunctive relief, Buyer shall be entitled to recover from the Company or Holdings the associated legal fees and costs in connection with any such action, in the event Buyer prevails in such action or proceeding. This Section 6.03 8.04 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyBlade, on behalf of itself and the Company Equityholders Pre-Closing Holders and its other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror established the Trust Account containing the proceeds of its initial public offering (the “IPO”) IPO and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public stockholders shareholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination Business Combination or in connection with an extension of Acquiror’s deadline to consummate a business combinationBusiness Combination; (b) to the Public Stockholders Shareholders if Acquiror fails to consummate a business combination Business Combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes; taxes and up to $100,000 in liquidation expenses, or (d) to Acquiror after or concurrently with the consummation of a business combinationBusiness Combination. The CompanyFor and in consideration of Acquiror entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Blade, on behalf of itself and the Company Equityholders Pre-Closing Holders and its other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the CompanyBlade, nor any of the Company Equityholders Pre-Closing Holders or its other Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the CompanyBlade, the Company Equityholders Pre-Closing Holders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The CompanyBlade, on behalf of itself and the Company Equityholders Pre-Closing Holders and its other AffiliatesAffiliates (solely in their capacity as Pre-Closing Holders and/or Affiliates of Blade), (i) hereby irrevocably waive any Released Claims that the CompanyBlade, the Company Equityholders Pre-Closing Holders and its respective Blade’s other Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the CompanyBlade, the Company Equityholders Pre-Closing Holders and its respective Blade’s other Affiliates (solely in their capacity as Pre-Closing Holders and/or Affiliates of Blade) under applicable Law. To the extent the CompanyBlade, the Company Equityholders Pre-Closing Holders and its respective Blade’s other Affiliates (solely in their capacity as Pre-Closing Holders and/or Affiliates of Blade) commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the CompanyBlade, on behalf of itself and the Company Equityholders Pre-Closing Holders and its other Affiliates, hereby acknowledge acknowledges and agree agrees that the CompanyBlade, the Company Equityholders Pre-Closing Holders and their Blade’s other Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves behaves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that Blade or any of its Affiliates (solely in their capacity as Pre-Closing Holders and/or Affiliates of Blade) commences Action based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom), whether in the form of money damages or injunctive relief, Acquiror and its Representatives, as applicable, shall be entitled to recover from Blade and its Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Acquiror or its Representatives, as applicable, prevails in such Action This Section 6.03 shall survive the termination of this Agreement for any reasonreason and continue indefinitely.

No Claim Against the Trust Account. The CompanyCompany acknowledges that SPAC is a blank check company with the power and privileges to effect a merger, on behalf of itself asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company Equityholders has read SPAC’s final prospectus, dated October 5, 2020, and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SPAC SEC Reports, the Acquiror SPAC Organizational Documents, and the Trust Agreement and understands that Acquiror SPAC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of AcquirorSPAC’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that SPAC’s sole assets consist of the consummation cash proceeds of AcquirorSPAC’s initial business combination public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions or, in the event of termination of this Agreement, another Business Combination, are or is not consummated within the requisite period set forth in connection with an extension the SPAC Organizational Documents or such later date as approved by the stockholders of Acquiror’s deadline SPAC to consummate complete a business combination; (b) Business Combination, SPAC will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and SPAC to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by SPAC or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (including whatsoever, including, without limitation, for an alleged breach any Willful Breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 6.06 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that Acquiror is a blank check company with the power and privileges to effect a merger, on behalf of itself and asset acquisition, reorganization or similar business combination involving the Company Equityholders and other Affiliates, represents and warrants one or more businesses or assets. The Company acknowledges that it has read the IPO Acquiror Prospectus and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), Acquiror Stockholders and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that Acquiror’s sole assets consist of the consummation cash proceeds of Acquiror’s initial business combination or public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in connection with an extension the Trust Account for the benefit of Acquiror’s deadline to consummate its public stockholders. The Company further acknowledges that, if the Initial Business Combination is not consummated by October 1, 2021, or, in the event of termination of a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing definitive agreement in respect of the IPOInitial Business Combination, subject another Business Combination, is not consummated by July 1, 2021, or such later date as approved by the Acquiror Stockholders to extension by an amendment complete a Business Combination, Acquiror will be obligated to return to the Acquiror Organizational Documents; (c) with respect to any interest earned on Stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and Acquiror to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by Acquiror or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (whatsoever, including for an alleged any willful breach of this Agreement Agreement; provided, however, that nothing in this Section 6.11 shall amend, limit, alter, change, supersede or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and otherwise modify the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, right of the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Companyto bring any action or actions for specific performance, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and injunctive and/or other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinequitable relief. This Section 6.03 6.11 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Company, on behalf of itself and the Company Equityholders and other Affiliates, represents and warrants BCG acknowledges that it has read the IPO Prospectus Axxxxx’s final prospectus, filed on October 7, 2021 and other SEC Reports, the Acquiror Avalon Organizational Documents, and the Trust Agreement and understands that Acquiror Avalon has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s the public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), Avalon Stockholders and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) are available only in the limited circumstances set forth in the Trust Agreement. BCG further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by January 8, 2023 or such later date as approved by the Avalon Stockholders to complete a Business Combination, Axxxxx will be obligated to return to the Public Avalon Stockholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for BCG hereby waives any franchise past, present or income taxes; or (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to any monies in access, the Trust Account or distributions therefrom, or make any claim against to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by Avalon or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever whatsoever; provided, that (i) nothing herein shall serve to limit or prohibit BCG’s or its Subsidiaries right to pursue a claim against Avalon for legal relief against monies or assets held outside the extent arising out Trust Account, for specific performance or other equitable relief in connection with the consummation of the Released Claims Transactions (including a claim for an alleged breach of Avalon to specifically perform its obligations under this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree the Transaction Agreements and acknowledge that such irrevocable waiver is material to this Agreement and cause the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside disbursement of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any balance of their behalves or the cash remaining in lieu of any of them) to have any claim against the Trust Account (including after giving effect to any distributions therefromAvalon Stockholder Redemption) to BCG or its Subsidiaries in accordance with the terms of this Agreement) so long as such claim would not affect Axxxxx’s ability to fulfill its obligation to effectuate the Avalon Stockholder Redemption; and (ii) nothing herein shall limit or prohibit any amounts contained thereinclaims that the BCG Group may have in the future against Axxxxx’s assets or funds that are not held in the Trust Account. This Section 6.03 7.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that Acquiror is a blank check company with the power and privileges to effect a merger, on behalf of itself asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company Equityholders has read Acquiror’s final prospectus, dated April 23, 2020 and other Affiliates, represents and warrants that it has read the IPO Prospectus and other Acquiror SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that Acquiror’s sole assets consist of the consummation cash proceeds of Acquiror’s initial business combination public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions or, in the event of termination of this Agreement, another Business Combination, are or in connection with an extension is not consummated by April 23, 2022 or such later date as approved by the stockholders of Acquiror’s deadline Acquiror to consummate complete a business combination; (b) Business Combination, Acquiror will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and Acquiror to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by Acquiror or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (including whatsoever, including, without limitation, for an alleged breach any Willful Breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 shall survive the termination of this Agreement for any reason.. 57

No Claim Against the Trust Account. The CompanyCompany acknowledges that the Acquiror is a blank check company with the power and privileges to effect a merger, on behalf of itself asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company Equityholders has read Acquiror’s final prospectus, dated March 14, 2019 and other Affiliates, represents and warrants that it has read the IPO Prospectus and other Acquiror SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that the consummation Acquiror’s sole assets consist of the cash proceeds of the Acquiror’s initial business combination public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination, are or in connection with an extension is not consummated by March 19, 2021 or such later date as approved by the stockholders of Acquiror’s deadline Acquiror to consummate complete a business combination; (b) Business Combination, Acquiror will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and Acquiror to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by Acquiror or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (including whatsoever, including, without limitation, for an alleged breach any Willful Breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 6.06 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanySubject to and without limiting Section 11.05, on behalf of itself and (a) the Company Equityholders and other Affiliates, represents and warrants acknowledges that it has read Acquiror’s final prospectus, dated April 13, 2021, the IPO Prospectus and other SEC Reports, the Acquiror Organizational Documents, Reports and the Trust Agreement Acquiror’s Organizational Documents and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), shareholders and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares limited circumstances set forth in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline to consummate a business combination; Trust Agreement, (b) the Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by February 16, 2023 or such later date as approved by the Acquiror Shareholders to the Public Stockholders if complete a Business Combination, Acquiror fails will be obligated to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment return to the Acquiror Organizational Documents; (c) with respect to any interest earned on Shareholders the amounts being held in the Trust AccountAccount and (c) accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders its Affiliates and other Affiliatesequityholders) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account future claims (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, liability) of any kind in or any right to access any monies in the “Released Claims”). The Company, on behalf of itself Trust Account and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have agrees not to seek recourse against the Trust Account (including or any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, in connection with or relating in any negotiationsway to this Agreement or the Transactions with Acquiror, contracts provided that notwithstanding anything herein or agreements otherwise to the contrary (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Shareholder Redemption) to the Company in accordance with the terms of this Agreement and the Trust Agreement), or its Representatives for Fraud and will (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not seek recourse against held in the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge funds that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against been released from the Trust Account (including other than to its shareholders in connection with redemptions effected prior to a Business Combination) and any distributions therefrom) assets that have been purchased or acquired by Acquiror or any amounts contained thereinsuccessor thereof or any of their respective Affiliates with any such funds or otherwise following a Business Combination). This Section 6.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Company, on behalf Each of itself and the Company Equityholders and other Affiliates, represents and warrants Merger Sub acknowledges that it has read SPAC’s final prospectus, dated March 31, 2022, the IPO Prospectus and other SEC Reports, the Acquiror Organizational Documents, Documents of SPAC and the Trust Agreement and understands that Acquiror SPAC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of AcquirorSPAC’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), shareholders and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: are available only in the limited circumstances set forth in the Trust Agreement. Each of the Company and Merger Sub further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated within nine months from the closing of the offering contemplated by SPAC’s final prospectus (a) or up to 21 months from the Public Stockholders closing of the offering if they elect to redeem their Acquiror shares in connection with SPAC extends the consummation period of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline time to consummate a business combination; (b) , which may be accomplished only if the Sponsor deposits additional funds into the Trust Account), SPAC will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its shareholders the amounts being held in the Trust Account. Accordingly, amounts necessary and subject to pay for any franchise or income taxes; or the following proviso, each of the Company and Merger Sub (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its respective Affiliates, acknowledges Representatives and agrees thatequity holders) hereby irrevocably waives any past, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any future right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account claims (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability Liability) of any kind in or to any monies in the Trust Account (collectively, or to collect any monies from the “Released Claims”). The Company, on behalf of itself Trust Account) and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have agree not to seek recourse against the Trust Account (including or any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out ofof or relating to, this Agreement, the other Transaction Agreements or the Transactions; provided that notwithstanding anything herein or otherwise to the contrary, (x) nothing in this Section 6.03 shall serve to limit or prohibit the Company’s right to pursue a claim against SPAC for legal relief against monies or other assets of SPAC held outside the Trust Account or for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the exercise of the SPAC Shareholder Redemption Right by any negotiations, contracts SPAC Shareholder) to the Company in accordance with the terms of this Agreement and the Trust Agreement) or agreements with Acquiror for Fraud and (y) nothing in this Section 6.03 shall serve to limit or prohibit any claims that the Company may have in the future against SPAC’s (or its Representatives and will successors’) assets or funds that are not seek recourse against held in the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge funds that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of have been released from the Trust Account and any assets that have been purchased or acquired with any such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinfunds). This Section 6.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges and understands that LACQ has established the Trust Account for the benefit of LACQ’s public stockholders and that disbursements from the Trust Account are available only in limited circumstances. The Company acknowledges that if the Transactions are, or, in the event of termination of this Agreement, another Business Combination is, not consummated by the Outside Date or such later date as approved by the stockholders of LACQ and Company Stockholders to complete a Business Combination, LACQ will be obligated to return to its stockholders the amounts being held in the Trust Account. The Company (on behalf of itself and the Company Equityholders its Affiliates, directors, officers, employees, agents and other Affiliatesrepresentatives) hereby irrevocably waives any and all right, represents title, interest, causes of action and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror Organizational Documentsclaims of any kind or nature whatsoever in or to, and the Trust Agreement any and understands that Acquiror established all right to seek payment of any amounts due to it out of, the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) established for the benefit of Acquiror’s the public stockholders (including overallotment shares acquired by Acquirorof LACQ and into which substantially all of the proceeds of LACQ’s underwriters, the “Public Stockholders”)initial public offering have been deposited, and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes; or (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make hereby irrevocably waives any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with it presently has or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Ancillary Agreement, and (iii) intend and understand such waiver to be validwhich claim would reduce, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action encumber or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of otherwise adversely affect the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinmonies or other assets in the Trust Account for any reason whatsoever. Accordingly, the Company (on behalf of itself and its Affiliates, directors, officers, employees, agents and other representatives) hereby irrevocably waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and LACQ to collect from the Trust Account any monies that may be owed to them by LACQ or any of its Affiliates for any reason whatsoever, and will not seek recourse, reimbursement, payment of satisfaction of any claim against the Trust Account at any time for any reason whatsoever. This Section 6.03 7.5 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. Reference is made to the final prospectus of Acquiror, dated as of March 2, 2021 and filed with the SEC (File Nos. 333-252283 and 333-253811) on March 4, 2021. The Company, on behalf of itself Company hereby understands and the Company Equityholders and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands acknowledges that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s its underwriters and from certain private placements occurring simultaneously with the IPO such initial public offering (including interest accrued from time to time thereon) for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwritersunderwriters to the extent they have acquired overallotment shares, the “Acquiror Public Stockholders”), ) and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to the Public Stockholders if they elect to redeem their Acquiror shares are available only in connection certain limited circumstances in accordance with the consummation Trust Agreement. Accordingly, for and in consideration of Acquiror’s initial business combination or in connection with an extension Acquiror entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of Acquiror’s deadline to consummate a business combination; which is hereby acknowledged, the Company (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes; or (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates, acknowledges and ) hereby agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, Company nor any of the Company Equityholders or Affiliates, its Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any other Transaction Document, any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, Company (on behalf of itself and the Company Equityholders and other its Affiliates, (i) hereby irrevocably waive waives any Released Claims that the Company, the Company Equityholders and or any of its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its AffiliatesAgreement), (ii) agree . The Company agrees and acknowledge acknowledges that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror and its affiliates to induce Acquiror to enter into this Agreement, and (iii) intend the Company further intends and understand understands such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and each of its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and or any of its respective Affiliates commence commences any Action action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself Company hereby acknowledges and the Company Equityholders and other Affiliates, hereby acknowledge and agree agrees that the Company, the Company Equityholders ’s and their its Affiliates’ sole remedy for monetary damages shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (the Company or any Person claiming on any of their behalves or in lieu of any of them) its Affiliates to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This In the event the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of a Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Acquiror Public Stockholders (solely in such capacity), whether in the form of money damages or injunctive relief, Acquiror and its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding the other provisions of this Section 6.03 6.02, (i) references to distributions from the Trust Account (including “distributions therefrom”) means distributions to the Acquiror Public Stockholders and (ii) “Released Claims” do not include, and the release contained herein shall survive the termination not apply to, any claim (A) that arises as a result of, in connection with or relating to a written agreement entered into following execution of this Agreement for (except as set forth in such written agreement) (B) against monies released to the Company or Acquiror or any reasonof its Affiliates in connection with a Business Combination or (C) claims by any person in a capacity as an Acquiror Public Stockholder.

No Claim Against the Trust Account. The CompanyCompany acknowledges that Acquiror is a special purpose acquisition company with the power and privileges to effect a merger, on behalf of itself and asset acquisition, reorganization or similar business combination involving the Company Equityholders and one or more businesses or assets, and Representatives of the Company have read Acquiror’s final prospectus, dated December 1, 2020, and other Affiliates, represents and warrants that it has read the IPO Prospectus and other Acquiror SEC ReportsDocuments, the Acquiror Organizational Documents, and the Trust Agreement and understands such Representatives understand that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), shareholders and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that Acquiror’s sole assets consist of the consummation cash proceeds of Acquiror’s initial business combination public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions are not consummated by December 4, 2022, or in connection with an extension such later date as approved by the shareholders of Acquiror’s deadline Acquiror to consummate complete a business combination; (b) Business Combination, Acquiror will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its shareholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and Acquiror to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by Acquiror or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever whatsoever; provided, however, that nothing herein shall serve to the extent arising out of the Released Claims (including for an alleged breach of this Agreement limit or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against prohibit the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating ’s right to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief pursue a claim against Acquiror or any of its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be Affiliates for legal relief against funds assets held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefromfrom and after the consummation of a Business Combination other than as contemplated by this Agreement) or any amounts contained thereinfor specific performance, injunctive or other equitable relief. This Section 6.03 ‎Section 5.04 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyEach Company Party, on behalf of itself and the Company Equityholders its respective Pre-Closing Holders and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination Business Combination or in connection with an extension of Acquiror’s deadline to consummate a business combinationBusiness Combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination Business Combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes; taxes and liquidation expenses not to exceed $100,000, or (d) to Acquiror after or concurrently with the consummation of a business combinationBusiness Combination. The CompanyEach Company Party, on behalf of itself and the Company Equityholders its respective Pre-Closing Holders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Companyno Company Party, nor any of the Company Equityholders its Pre-Closing Holders or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Companysuch Company Party, the Company Equityholders its Pre-Closing Holders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability liability, and it and they shall not seek recourse against the Trust Account at any time for any reason whatsoever (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 shall survive the termination of this Agreement for any reasonreason and may not be amended or modified in any way without the express written consent of Acquiror.

No Claim Against the Trust Account. The Company, on behalf Each of itself and the Company Equityholders and other Affiliates, represents and warrants Merger Sub acknowledges that it has read SPAC’s final prospectus, dated March 23, 2021, the IPO Prospectus and other SEC Reports, the Acquiror SPAC Organizational Documents, Documents and the Trust Agreement and understands that Acquiror SPAC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of AcquirorSPAC’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), shareholders and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: are available only in the limited circumstances set forth in the Trust Agreement. Each of the Company and Merger Sub further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not or is not consummated within twenty-four (a24) to the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination (or in connection with an extension of Acquiror’s deadline to consummate a business combination; certain circumstances, thirty (b30)) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after from the closing of the IPOoffering contemplated by SPAC’s final prospectus, subject SPAC will be obligated to extension by an amendment return to the Acquiror Organizational Documents; (c) with respect to any interest earned on its shareholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any each of the Company Equityholders or and Merger Sub (on behalf of itself and its respective Affiliates, do now Representatives and equityholders) hereby irrevocably waives any past, present or shall at any time hereafter have any future right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account claims (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, liability) of any kind in or to any monies in the “Released Claims”). The Company, on behalf of itself Trust Account and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have agree not to seek recourse against the Trust Account (including or any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out ofof or relating to, any negotiationsthis Agreement or the Transactions with SPAC; provided that notwithstanding anything herein or otherwise to the contrary, contracts nothing herein shall serve to limit or agreements prohibit the Company’s right to pursue a claim against SPAC for legal relief against monies or other assets of SPAC held outside the Trust Account solely to the extent provided in this Agreement or for specific performance or other equitable relief in connection with Acquiror or the consummation of the Transactions (including a claim for SPAC to specifically perform its Representatives obligations under this Agreement and will not seek recourse against cause the disbursement of the balance of the cash remaining in the Trust Account (including any distributions therefrom) for any reason whatsoever after giving effect to the extent arising out SPAC Shareholder Redemption Right) to the Company in accordance with the terms of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Trust Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Company, on behalf of itself and the Company Equityholders Covalto Pre-Closing Holders and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror LIVB Organizational Documents, and the Trust Agreement and understands that Acquiror LIVB established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by AcquirorLIVB’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AcquirorLIVB’s public stockholders shareholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror LIVB may disburse monies from the Trust Account only: (a) to the Public Stockholders if they elect to redeem their Acquiror shares LIVB Ordinary Shares in connection with the consummation of AcquirorLIVB’s initial business combination Business Combination or in connection with an extension of AcquirorLIVB’s deadline to consummate a business combinationBusiness Combination; (b) to the Public Stockholders if Acquiror LIVB fails to consummate a business combination Business Combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror LIVB Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes; , or (d) to Acquiror LIVB after or concurrently with the consummation of a business combinationBusiness Combination. The Company, on behalf of itself and the Company Equityholders Covalto Pre-Closing Holders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders Covalto Pre-Closing Holders or its Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror LIVB or its Representatives, on the one hand, and the Company, the Company Equityholders Covalto Pre-Closing Holders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders Covalto Pre-Closing Holders and other its Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders Covalto Pre-Closing Holders and its their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror LIVB or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror LIVB or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror LIVB to induce Acquiror LIVB to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders Covalto Pre-Closing Holders and its their respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders Covalto Pre-Closing Holders and its their respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror LIVB or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror LIVB or its Representatives, the Company, on behalf of itself and the Company Equityholders Covalto Pre-Closing Holders and other its Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders Covalto Pre-Closing Holders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 ‎Section 6.3 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that Acquiror is a blank check company with the power and privileges to effect a merger, on behalf of itself asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company Equityholders has read Acquiror’s final prospectus, dated September 22, 2020 and other Affiliates, represents and warrants that it has read the IPO Prospectus and other Acquiror SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), shareholders and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that Acquiror’s sole assets consist of the consummation cash proceeds of Acquiror’s initial business combination public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. The Company further acknowledges that, if the transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination, are or in connection with an extension is not consummated by September 17, 2022 or such later date as approved by the shareholders of Acquiror’s deadline Acquiror to consummate complete a business combination; (b) Business Combination, Acquiror will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its shareholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and Acquiror to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by Acquiror or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (including whatsoever, including, without limitation, for an alleged breach any Willful Breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material in each case prior to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinEffective Time. This Section 6.03 5.04 shall survive the termination of this Agreement for any reason. Notwithstanding the foregoing, the foregoing waiver will not limit or prohibit the Company from pursuing a claim against Acquiror, Merger Sub or any other Person (a) for legal relief against monies or other assets of the Acquiror or Merger Sub held outside of the Trust Account (other than distributions therefrom directly or indirectly to stockholders of Acquiror) or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against the Acquiror (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and the Acquiror consummates a business combination transaction with another party, in each case of (a) and (b), so long as such claim would not affect Acquiror’s ability or obligation to effectuate the redemption of any Redeeming Stockholder’s Pre-Domestication Acquiror Common Stock.

No Claim Against the Trust Account. The CompanyCompany acknowledges that Parent is a blank check company with the power and privileges to effect a merger, on behalf of itself asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company Equityholders understands that Parent has established the Trust Account for the benefit of Parent’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in Parent’s final prospectus, dated January 31, 2019 and other Affiliates, represents and warrants that it has read the IPO Prospectus and other Parent SEC Reports, the Acquiror Parent Organizational Documents, and the Trust Agreement Agreement. The Company further acknowledges and understands agrees that Acquiror established Parent’s sole assets consist of the cash proceeds of Parent’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s its public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and stockholders. The Company further acknowledges that, except if the Transactions are not consummated by February 5, 2021 or such later date as otherwise described in approved by the IPO ProspectusParent Stockholders to complete a Business Combination, Acquiror may disburse monies from the Trust Account only: (a) Parent will be obligated to the Public Stockholders if they elect return to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and Parent to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by Parent or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (whatsoever, including for an alleged breach any Willful Breach of this Agreement Agreement; provided, that (a) nothing herein shall serve to limit or any prohibit the Company’s right to pursue a claim against Parent for (i) legal relief against monies or other agreement with Acquiror assets held outside the Trust Account or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and specific performance or other equitable relief in connection with the consummation of the Transactions and specifically relied upon by Acquiror so long as such claim would not affect Parent’s ability to induce Acquiror fulfill its obligation to enter into this Agreement, effectuate the redemptions pursuant to the Offer and (iiib) intend and understand such waiver nothing herein shall serve to be valid, binding and enforceable against the Company, limit or prohibit any claims that the Company Equityholders and its respective Affiliates under applicable Law. To may have in the extent the Company, the Company Equityholders and its respective Affiliates commence any Action future against Parent’s assets or proceeding based upon, funds that are not held in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinAccount. This Section 6.03 7.05 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Company, on behalf of itself and the Company Equityholders its Pre-Closing Holders and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror SPAC Organizational Documents, and the Trust Agreement and understands that Acquiror SPAC established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by AcquirorSPAC’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AcquirorSPAC’s public stockholders (including overallotment shares acquired by AcquirorSPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders if they elect to redeem their Acquiror SPAC shares in connection with the consummation of AcquirorSPAC’s initial business combination Business Combination or in connection with an extension of AcquirorSPAC’s deadline to consummate a business combinationBusiness Combination; (b) to the Public Stockholders if Acquiror SPAC fails to consummate a business combination Business Combination within 24 18 months after the closing of the IPO, subject to extension by an amendment to the Acquiror SPAC Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes; , or (d) to Acquiror SPAC after or concurrently with the consummation of a business combinationBusiness Combination. The Company, on behalf of itself and the Company Equityholders its Pre-Closing Holders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither none of the Company, nor any of the Company Equityholders its Pre-Closing Holders or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement, any Transaction Agreement or any proposed or actual business relationship between Acquiror SPAC or its Representatives, on the one hand, and the Company, the Company Equityholders its Pre-Closing Holders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders its Pre-Closing Holders and other Affiliates, (i) hereby irrevocably waive waives any Released Claims that the Company, the Company Equityholders Pre-Closing Holders and its their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror SPAC or its Affiliates), (ii) agree agrees and acknowledge acknowledges that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror SPAC to induce Acquiror SPAC to enter into this Agreement, and (iii) intend intends and understand understands such waiver to be valid, binding and enforceable against the Company, the Company Equityholders Pre-Closing Holders and its their respective Affiliates under applicable Law. To Notwithstanding anything to the extent contrary, nothing in this Section 6.03 shall (x) serve to limit or prohibit the right of the Company, the Company Equityholders and its Pre-Closing Holders or their respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating pursue a claim against SPAC pursuant to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary this Agreement for legal relief against Acquiror monies or its Representatives, the Company, on behalf other assets of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds SPAC held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or for Fraud in the making of the representations and warranties in Article V, and (y) serve to limit or prohibit any claims that such claim shall not permit such Persons (the Company, the Pre-Closing Holders or their respective Affiliates may have in the future pursuant to this Agreement or any Person claiming on any of their behalves other Transaction Agreement against SPAC’s assets or funds that are not held in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinAccount. This Section 6.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that Acquiror is a blank check company with the power and privileges to effect a Business Combination, on behalf of itself and the Company Equityholders has read Acquiror’s final prospectus, dated August 10, 2021 and other Affiliates, represents and warrants that it has read the IPO Prospectus and other Acquiror SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror, Acquiror’s public stockholders (including overallotment shares acquired by shareholders and the underwriters of Acquiror’s underwriters, the “Public Stockholders”), initial public offering and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that Xxxxxxxx’s sole assets consist of the consummation cash proceeds of Acquiror’s initial business combination or public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in connection with an extension the Trust Account for the benefit of Acquiror, its public shareholders and the underwriters of Acquiror’s deadline initial public offering. The Company further acknowledges that, if the transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination, are not consummated by such date as approved by the shareholders of Acquiror to consummate complete a business combination; (b) Business Combination, Acquiror will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its public shareholders the amounts being held in the Trust Account, amounts necessary to pay for any franchise or income taxes; or (d) to . For and in consideration of Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in entering into this Agreement, neither and for other good and valuable consideration, the Companyreceipt and sufficiency of which are hereby acknowledged, nor any of the Company Equityholders or Affiliates, do now or shall at any time hereafter have hereby irrevocably waives any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or otherwise) that it has or may have in the future in or to any monies or other theory of legal liability assets in the Trust Account and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or in connection with, this Agreement or any negotiations, Contracts or agreements or transactions with Acquiror. Notwithstanding the foregoing sentence, (collectively, a) nothing herein shall limit or prohibit the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, ’s right to pursue any claim against Acquiror for (i) hereby irrevocably waive legal relief against monies or other assets held outside the Trust Account or (ii) specific performance to consummate the Closing (including any Released Claims claim for Acquiror to specifically perform its obligations under this Agreement to cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemption) at the Closing to the Company in accordance with the terms of this Agreement and the Trust Agreement), so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemption or otherwise violate the Trust Agreement and (b) nothing herein shall limit or prohibit any claim that the Company, the Company Equityholders and its respective Affiliates may have following the Closing against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge such funds that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of have been released from the Trust Account and any assets that have been purchased or acquired with any such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinfunds). This Section 6.03 6.04 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Company, on behalf of itself and the Company Equityholders its Pre-Closing Holders and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination Business Combination or in connection with an extension of Acquiror’s deadline to consummate a business combinationBusiness Combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination Business Combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes; , or (d) to Acquiror after or concurrently with the consummation of a business combinationBusiness Combination. The Company, on behalf of itself and the Company Equityholders its Pre-Closing Holders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither none of the Company, nor any of the Company Equityholders its Pre-Closing Holders or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders its Pre-Closing Holders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders its Pre-Closing Holders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders Pre-Closing Holders and its their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders Pre-Closing Holders and its their respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders Pre-Closing Holders and its their respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders its Pre-Closing Holders and other Affiliates, hereby acknowledge acknowledges and agree agrees that the Company, the Company Equityholders Pre-Closing Holders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Company, on behalf Each of itself and the Company Equityholders and other Affiliates, represents and warrants Merger Sub acknowledges that it has read SPAC’s final prospectus, dated December 2, 2021 and filed with the IPO Prospectus and SEC (File No. 333-260889) on December 6, 2021, the other SEC Reports, the Acquiror Organizational Documents, Documents of SPAC and the Trust Agreement and understands that Acquiror SPAC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of AcquirorSPAC’s public stockholders shareholders (including overallotment shares acquired by AcquirorSPAC’s underwriters, the “Public Stockholders”), underwriters in its initial public offering) and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held limited circumstances set forth in the Trust AccountAgreement. For and in consideration of SPAC entering into this Agreement,and for other good and valuable consideration, amounts necessary to pay for any franchise or income taxes; or the receipt and sufficiency of which is hereby acknowledged, each of the Company and Merger Sub (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its respective Affiliates, acknowledges Representatives and agrees thatequityholders) hereby irrevocably waives any past, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any future right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account claims (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability liability) of any kind in or to any monies in the Trust Account (collectively, or to collect any monies from the “Released Claims”). The Company, on behalf of itself Trust Account) and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have agree not to seek recourse against the Trust Account (including or any distributions therefrom) now or in the future funds distributed therefrom for any reason whatsoever, regardless of whether such claim arises as a result of, or arising out ofof or relating to, this Agreement, the other Transaction Agreements or the Transactions or any negotiations, contracts proposed or agreements with Acquiror actual business relationship between SPAC or its Representatives, on the one hand, and any of the Company, Merger Sub or any of their respective Affiliates, Representatives and will equityholders, on the other hand, or any other matter. For the avoidance of doubt, (x) nothing in this Section 6.03 shall serve to limit or prohibit the Company’s right to pursue a claim (including for Fraud) against SPAC for legal relief against monies or other assets of SPAC held outside the Trust Account or for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the exercise of the SPAC Shareholder Redemption Right by any SPAC Shareholder) to the Company in accordance with the terms of this Agreement and the Trust Agreement) and (y) nothing in this Section 6.03 shall serve to limit or prohibit any claims that the Company may have in the future against SPAC’s (or its successors’) assets or funds that are not seek recourse against held in the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge funds that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of have been released from the Trust Account and any assets that have been purchased or acquired with any such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinfunds). This Section 6.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that the Acquiror is a blank check company with the power and privileges to effect a merger, on behalf of itself asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company Equityholders has read Acquiror’s final prospectus, dated May 20, 2021, and other Affiliates, represents and warrants that it has read the IPO Prospectus and other Acquiror SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that the consummation Acquiror’s sole assets consist of the cash proceeds of the Acquiror’s initial business combination public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. The Company further acknowledges that, if the transactions contemplated by this Agreement are not consummated by May 25, 2023 or in connection with such later date as approved by the shareholders of Acquiror to complete a Business Combination pursuant to an extension of Acquiror’s deadline Extension, Acquiror will be obligated to consummate a business combination; (b) return to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates) hereby irrevocably waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and Acquiror to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by Acquiror or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account or any funds distributed therefrom at any time for any reason; provided that (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including any distributions therefroma claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to Redemptions) for any reason whatsoever to the extent arising out Company in accordance with the terms of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror Trust Agreement) so long as such claim would not affect Acquiror’s ability to induce Acquiror fulfill its obligation to enter into this Agreement, effectuate the Redemptions and (iiib) intend and understand such waiver nothing herein shall serve to be valid, binding and enforceable against the Company, limit or prohibit any claims that the Company Equityholders and its respective Affiliates under applicable Law. To may have in the extent the Company, the Company Equityholders and its respective Affiliates commence any Action future against Acquiror’s assets or proceeding based upon, funds that are not held in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) funds that have been released from the Trust Account and any assets that have been purchased or acquired with any amounts contained thereinsuch funds). This Section 6.03 6.05 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that the Acquiror is a blank check company with the power and privileges to effect a merger, on behalf of itself asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company Equityholders has read Acquiror’s final prospectus, dated November 24, 2020 and other Affiliates, represents and warrants that it has read the IPO Prospectus and other Acquiror SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further agrees that the consummation Acquiror’s sole assets consist of the cash proceeds of the Acquiror’s initial business combination public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination, are or in connection with an extension of Acquiror’s deadline to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPOis not consummated by May 27, subject to extension 2022 or such later date as approved by an amendment to the Acquiror Organizational Documents; (c) with respect Board to any interest earned on complete a Business Combination, Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself itself, each other Company Group Member and the Company Equityholders its and other their respective Affiliates) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and Acquiror to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by Acquiror or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (including whatsoever, including, without limitation, for an alleged breach any Willful Breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 6.04 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyEach Company Party, on behalf of itself and the Company Equityholders its respective Pre-Closing Holders and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination Business Combination or in connection with an extension of Acquiror’s deadline to consummate a business combinationBusiness Combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination Business Combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes; , or (d) to Acquiror after or concurrently with the consummation of a business combinationBusiness Combination. The CompanyEach Company Party, on behalf of itself and the Company Equityholders its respective Pre-Closing Holders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Companyno Company Party, nor any of the Company Equityholders its Pre-Closing Holders or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Companysuch Company Party, the Company Equityholders its Pre-Closing Holders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The CompanyCompany Parties, on behalf of itself themselves and the Company Equityholders their respective Pre-Closing Holders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the CompanyCompany Parties, the Company Equityholders Pre-Closing Holders and its their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the CompanyCompany Parties, the Company Equityholders Pre-Closing Holders and its their respective Affiliates under applicable Law. To the extent the CompanyCompany Parties, the Company Equityholders Pre-Closing Holders and its their respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the CompanyCompany Parties, on behalf of itself themselves and the Company Equityholders their respective Pre-Closing Holders and other Affiliates, hereby acknowledge and agree that the CompanyCompany Parties, the Company Equityholders Pre-Closing Holders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that Acquiror is a blank check company with the power and privileges to effect a merger, on behalf of itself asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company Equityholders has read Acquiror’s final prospectus, dated October 19, 2020 and other Affiliates, represents and warrants that it has read the IPO Prospectus and other Acquiror SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that Acquiror’s sole assets consist of the consummation cash proceeds of Acquiror’s initial business combination public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination, are or in connection with an extension is not consummated by July 22, 2022 or such later date as approved by the stockholders of Acquiror’s deadline Acquiror to consummate complete a business combination; (b) Business Combination, Acquiror will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other its Affiliates) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or future claim of any kind in or against, and any right to access, the Trust Account, any monies in trustee of the Trust Account or distributions therefrom, or make any claim against and Acquiror to collect from the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement monies that may be owed to them by Acquiror or any proposed or actual business relationship between Acquiror or of its RepresentativesAffiliates for any reason whatsoever, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (including whatsoever, including, without limitation, for an alleged breach any Willful Breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 6.04 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Notwithstanding anything else in this Agreement or any other Transaction Document, the Company, on behalf of itself the Seller Parties, New Topco, US Holdco and the Company Equityholders and other AffiliatesUS Merger Sub acknowledge that they have read FPAC’s final prospectus, represents and warrants that it has read the IPO Prospectus and other SEC Reportsdated June 11, the Acquiror Organizational Documents2018, and the Trust Agreement and understands understand that Acquiror FPAC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AcquirorFPAC’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), shareholders and that, except as otherwise described in the IPO Prospectus, Acquiror that FPAC may disburse monies from the Trust Account only: only (a) to the Public Redeeming Stockholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline to consummate a business combination; amounts required for the redemptions, (b) to FPAC after, or concurrently with, the Public Stockholders if Acquiror fails to consummate consummation of a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; Business Combination and (c) with respect to any in amounts not greater than the interest earned on funds in the Trust Account, to FPAC for certain Tax obligations specified in the Trust Agreement. All liabilities and obligations of FPAC due and owing or incurred at or prior to the Closing shall be paid as and when due. The Company, the Seller Parties, New Topco, US Holdco and US Merger Sub further acknowledge that, if the transactions contemplated by this Agreement (or, upon termination of this Agreement, another Business Combination) are not consummated by September 14, 2020, FPAC will be obligated to return to its shareholders the amounts being held in the Trust Account, amounts necessary to pay for any franchise or income taxes; or (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other Affiliates, acknowledges and agrees that, notwithstanding anything unless such date is otherwise extended pursuant to the contrary in Certificate of Incorporation. Upon the Closing, FPAC shall cause the Trust Account to be disbursed to FPAC and as otherwise contemplated by this Agreement. Accordingly, neither the Company, nor any the Seller Parties, New Topco, US Holdco and US Merger Sub, for each of the Company Equityholders or themselves and their respective Affiliates, do now or shall at any time hereafter have any righthereby waive all rights, title, interest or claim of any kind in or to any monies in collect from the Trust Account or distributions therefromany monies that may be owed to them by FPAC for any reason whatsoever, or make any claim against the Trust Account (including any distributions therefrom), regardless for a breach of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement by FPAC or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts agreements or agreements understandings with Acquiror FPAC (whether in the past, present or its Representatives future), and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates)whatsoever, (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon in each case except as expressly contemplated by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 7.05 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that Parent is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company understands that Parent has established the Trust Account for the benefit of Parent’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in Parent’s final prospectus, dated February 26, 2021, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. The Company further acknowledges and agrees that Parent’s sole assets consist of the cash proceeds of Parent’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions are not consummated by February 26, 2021 or such later date as approved by the Parent Stockholders to complete a Business Combination, Parent will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself and the Company Equityholders its Affiliates) hereby waives any past, present or future claim of any kind against, and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reportsany right to access, the Acquiror Organizational DocumentsTrust Account, and the Trust Agreement and understands that Acquiror established any trustee of the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time Parent to time thereon) for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies collect from the Trust Account only: (a) any monies that may be owed to the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation them by Parent or any of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay its Affiliates for any franchise or income taxes; or (d) to Acquiror after or concurrently with the consummation of a business combination. The Companyreason whatsoever, on behalf of itself and the Company Equityholders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (whatsoever, including for an alleged breach any Willful Breach of this Agreement Agreement; provided, however, that (a) nothing herein shall serve to limit or any prohibit the Company’s right to pursue a claim against Parent for (i) legal relief against monies or other agreement with Acquiror assets held outside the Trust Account or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and specific performance or other equitable relief in connection with the consummation of the Transactions and specifically relied upon by Acquiror so long as such claim would not affect Parent’s ability to induce Acquiror fulfill its obligation to enter into this Agreement, effectuate the redemptions pursuant to the Offer and (iiib) intend and understand such waiver nothing herein shall serve to be valid, binding and enforceable against the Company, limit or prohibit any claims that the Company Equityholders and its respective Affiliates under applicable Law. To may have in the extent the Company, the Company Equityholders and its respective Affiliates commence any Action future against Parent’s assets or proceeding based upon, funds that are not held in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinAccount. This Section 6.03 7.07 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Company, on behalf of itself and the Company Equityholders and other Affiliates, represents and warrants acknowledges that it has read Acquiror’s final prospectus, dated January 19, 2021, the IPO Prospectus and other SEC Reports, Reports and the Acquiror Organizational Documents, and the Trust Agreement Documents and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: are available only in the limited circumstances of (ai) to the Public Acquiror Stockholders if they elect holding shares of Acquiror Class A Common Stock sold in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror shares Class A Common Stock pursuant to the Acquiror Organizational Documents in connection with the consummation of Acquiror’s initial business combination a Special Meeting or in connection with an extension of Acquiror’s deadline to consummate a business combinationExtension Stockholders’ Meeting; (bii) with respect to the Public Stockholders deferred underwriting commissions or franchise and income taxes; or (iii) if Acquiror fails to consummate complete a business combination within 24 months after the closing of allotted time period in accordance with the IPOAcquiror Organizational Documents and liquidates the Trust Account, subject to extension the terms of the Trust Agreement, Acquiror (in limited amounts to permit Acquiror to pay the expenses of the liquidation, dissolution and winding up of Acquiror) and then the Acquiror Stockholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by an amendment January 20, 2024 or such later date as approved by the Acquiror Stockholders to complete a Business Combination, Acquiror will be obligated to return to the Acquiror Organizational Documents; (c) with respect to any interest earned on Stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders its Affiliates and other Affiliatesequityholders) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account future claims (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, liability) of any kind in or any right to access any monies in the “Released Claims”). The Company, on behalf of itself Trust Account and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have agrees not to seek recourse against the Trust Account (including or any distributions therefrom) now or in the future funds distributed therefrom to Acquiror Stockholders as a result of, or arising out of, in connection with or relating in any negotiationsway to this Agreement or the Transactions with Acquiror; provided that notwithstanding anything herein or otherwise to the contrary (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, contracts for specific performance or agreements other equitable relief in connection with the consummation of the Transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Stockholder Redemption) to the Company in accordance with the terms of this Agreement and the Trust Agreement), and (y) nothing herein shall serve to limit or its Representatives and will prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not seek recourse against held in the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge funds that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against been released from the Trust Account (including other than to the Acquiror Stockholders in connection with redemptions effected prior to a Business Combination) and any distributions therefrom) assets that have been purchased or acquired by Acquiror or any amounts contained thereinsuccessor thereof or any of their respective Affiliates with any such funds or otherwise following a Business Combination). This Section 6.03 shall survive the termination of this Agreement for any reason. In the event that, following the valid termination of this Agreement, the Company, its Subsidiaries or any of their controlled Affiliates commences any Legal Proceeding against or involving the Trust Account, the Acquiror shall be entitled to recover from such Person its reasonable out of pocket legal fees and costs in connection with any such Legal Proceeding.

No Claim Against the Trust Account. The Company, on behalf Fathom acknowledges that substantially all of itself and Altimar’s assets consist of the Company Equityholders and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror established the Trust Account containing the cash proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from and/or certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) ), and all of those proceeds were deposited in the Trust Account for the benefit of AcquirorAltimar’s public stockholders and certain other parties (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing underwriters of the IPO). For and in consideration of Altimar entering into this Agreement and for other good and valuable consideration, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Accountreceipt and sufficiency of which is hereby acknowledged, amounts necessary to pay for any franchise or income taxes; or (d) to Acquiror after or concurrently with the consummation each of a business combination. The Company, on behalf of itself Fathom and the Company Equityholders Fathom Blockers hereby irrevocably waives (on its own behalf and other Affiliates, acknowledges shall cause each of their respective Subsidiaries and agrees that, notwithstanding anything controlled Affiliates to the contrary in this Agreement, neither the Company, nor waive) any of the Company Equityholders or Affiliates, do now or shall at any time hereafter have any and all right, titletitle and interest, interest or any claim of any kind it has or may have in the future, as a result of or arising out of this Agreement or the transactions contemplated hereby, in or to any monies in the Trust Account (or distributions therefrom, or make any claim against therefrom to Altimar public stockholders upon the Trust Account (including any distributions therefrom), regardless redemption of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectivelyshares, the “Released ClaimsTrust Distributions”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will agrees not to seek recourse against the Trust Account (including any distributions therefrom) or the Trust Distributions, for any reason whatsoever to the extent as a result of or arising out of this Agreement. Each of Fathom and the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree Fathom Blockers agrees and acknowledge acknowledges that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror Altimar to induce Acquiror Altimar to enter into in this Agreement, and (iii) Fathom and the Fathom Blockers further intend and understand such waiver to be valid, binding and enforceable against Fathom and the Company, Fathom Blockers and each of their respective Subsidiaries and controlled Affiliates that they have the Company Equityholders and its respective Affiliates authority to bind under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out Table of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 shall survive the termination of this Agreement for any reason.Contents

No Claim Against the Trust Account. The Company, on behalf of itself and the Company Equityholders its Sellers and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror SPAC Organizational Documents, and the Trust Agreement and understands that Acquiror SPAC established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by AcquirorSPAC’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AcquirorSPAC’s public stockholders (including overallotment shares acquired by AcquirorSPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders if they elect to redeem their Acquiror SPAC shares in connection with the consummation of AcquirorSPAC’s initial business combination Business Combination or in connection with an extension of AcquirorSPAC’s deadline to consummate a business combinationBusiness Combination; (b) to the Public Stockholders if Acquiror SPAC fails to consummate a business combination Business Combination within 24 18 months after the closing of the IPO, subject to extension by an amendment to the Acquiror SPAC Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes; , or (d) to Acquiror SPAC after or concurrently with the consummation of a business combinationBusiness Combination. The Company, on behalf of itself and the Company Equityholders its Sellers and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither none of the Company, nor any of the Company Equityholders its Sellers or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement, any Transaction Agreement or any proposed or actual business relationship between Acquiror SPAC or its Representatives, on the one hand, and the Company, the Company Equityholders its Sellers and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders its Sellers and other Affiliates, (i) hereby irrevocably waive waives any Released Claims that the Company, the Company Equityholders Sellers and its their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror SPAC or its Affiliates), (ii) agree agrees and acknowledge acknowledges that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror SPAC to induce Acquiror SPAC to enter into this Agreement, and (iii) intend intends and understand understands such waiver to be valid, binding and enforceable against the Company, the Company Equityholders Sellers and its their respective Affiliates under applicable Law. To Notwithstanding anything to the extent contrary, nothing in this Section 7.03 shall (x) serve to limit or prohibit the right of the Company, the Company Equityholders and its Sellers or their respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating pursue a claim against SPAC pursuant to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary this Agreement for legal relief against Acquiror monies or its Representatives, the Company, on behalf other assets of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds SPAC held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or for Fraud in the making of the representations and warranties in Article VI, and (y) serve to limit or prohibit any claims that such claim shall not permit such Persons (the Company, the Sellers or their respective Affiliates may have in the future pursuant to this Agreement or any Person claiming on any of their behalves other Transaction Agreement against SPAC’s assets or funds that are not held in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinAccount. This Section 6.03 7.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Company, on behalf of itself and its Pre-Closing Holders as of the Company Equityholders date hereof and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror SPAC Organizational Documents, and the Trust Agreement and understands that Acquiror SPAC established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by AcquirorSPAC’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AcquirorSPAC’s public stockholders shareholders (including overallotment shares acquired by AcquirorSPAC’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders if they elect to redeem their Acquiror SPAC shares in connection with the consummation of AcquirorSPAC’s initial business combination Business Combination or in connection with an extension of AcquirorSPAC’s deadline to consummate a business combinationBusiness Combination; (b) to the Public Stockholders Shareholders if Acquiror SPAC fails to consummate a business combination Business Combination within 24 18 months after the closing of the IPO, subject to extension by an amendment to the Acquiror SPAC Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes; , or (d) to Acquiror SPAC after or concurrently with the consummation of a business combinationBusiness Combination. The Company, on behalf of itself and its Pre-Closing Holders as of the Company Equityholders date hereof and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither none of the Company, nor any of the Company Equityholders such Pre-Closing Holders or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement, any Transaction Agreement or any proposed or actual business relationship between Acquiror SPAC or its Representatives, on the one hand, and the Company, the Company Equityholders its Pre-Closing Holders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and its Pre-Closing Holders as of the Company Equityholders date hereof and other Affiliates, (i) hereby irrevocably waive waives any Released Claims that the Company, the Company Equityholders such Pre-Closing Holders and its their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror SPAC or its Affiliates), (ii) agree agrees and acknowledge acknowledges that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror SPAC to induce Acquiror SPAC to enter into this Agreement, and (iii) intend intends and understand understands such waiver to be valid, binding and enforceable against the Company, the Company Equityholders such Pre-Closing Holders and its their respective Affiliates under applicable Law. To Notwithstanding anything to the extent contrary, nothing in this Section 6.03 shall (x) serve to limit or prohibit the right of the Company, the Company Equityholders and its Pre-Closing Holders or their respective Affiliates commence any Action to pursue a claim against SPAC or proceeding based upon, in connection with, relating Sponsor pursuant to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary this Agreement for legal relief against Acquiror monies or its Representatives, the Company, on behalf other assets of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds Sponsor or of SPAC held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or for Fraud in the making of the representations and warranties in Article V, and (y) serve to limit or prohibit any claims that such claim shall not permit such Persons (the Company, the Pre-Closing Holders or their respective Affiliates may have in the future pursuant to this Agreement or any Person claiming on any of their behalves other Transaction Agreement against Sponsor or SPAC’s assets or funds that are not held in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinAccount. This Section 6.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyEach Company Party, on behalf of itself and the Company Equityholders its respective Pre-Closing Holders and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, that Acquiror may disburse monies from the Trust Account only: (a) to the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination Business Combination or in connection with an extension of Acquiror’s deadline to consummate a business combinationBusiness Combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination Business Combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes; , or (d) to Acquiror after or concurrently with the consummation of a business combinationBusiness Combination. The CompanyEach Company Party, on behalf of itself and the Company Equityholders its respective Pre-Closing Holders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Companyno Company Party, nor any of the Company Equityholders its Pre-Closing Holders or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Companysuch Company Party, the Company Equityholders its Pre-Closing Holders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The CompanyCompany Parties, on behalf of itself themselves and the Company Equityholders their respective Pre-Closing Holders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the CompanyCompany Parties, the Company Equityholders Pre-Closing Holders and its their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the CompanyCompany Parties, the Company Equityholders Pre-Closing Holders and its their respective Affiliates under applicable Law. To the extent the CompanyCompany Parties, the Company Equityholders Pre-Closing Holders and its their respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the CompanyCompany Parties, on behalf of itself themselves and the Company Equityholders their respective Pre-Closing Holders and other Affiliates, hereto hereby acknowledge and agree that the CompanyCompany Parties, the Company Equityholders Pre-Closing Holders and their Affiliates’ sole remedy shall be against funds or other assets held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that Parent is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company understands that Parent has established the Trust Account for the benefit of Parent’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Final Prospectus, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. The Company further acknowledges and agrees that Parent’s sole assets consist of the cash proceeds of Parent’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions are not consummated by November 7, 2021 or such later date as approved by the Parent Stockholders to complete a Business Combination, Parent will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself and the Company Equityholders its Affiliates) hereby waives any past, present or future claim of any kind against, and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reportsany right to access, the Acquiror Organizational DocumentsTrust Account, and the Trust Agreement and understands that Acquiror established any trustee of the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time Parent to time thereon) for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies collect from the Trust Account only: (a) any monies that may be owed to the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation them by Parent or any of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay its Affiliates for any franchise or income taxes; or (d) to Acquiror after or concurrently with the consummation of a business combination. The Companyreason whatsoever, on behalf of itself and the Company Equityholders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (whatsoever, including for an alleged breach any Willful Breach of this Agreement Agreement; provided, however, that (a) nothing herein shall serve to limit or any prohibit the Company’s right to pursue a claim against Parent for (i) legal relief against monies or other agreement with Acquiror assets held outside the Trust Account or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and specific performance or other equitable relief in connection with the consummation of the Transactions and specifically relied upon by Acquiror so long as such claim would not affect Parent’s ability to induce Acquiror fulfill its obligation to enter into this Agreement, effectuate the redemptions pursuant to the Offer and (iiib) intend and understand such waiver nothing herein shall serve to be valid, binding and enforceable against the Company, limit or prohibit any claims that the Company Equityholders and its respective Affiliates under applicable Law. To may have in the extent the Company, the Company Equityholders and its respective Affiliates commence any Action future against Parent’s assets or proceeding based upon, funds that are not held in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinAccount. This Section 6.03 7.05 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that Parent is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company understands that Parent has established the Trust Account for the benefit of Parent’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in Parent’s final prospectus, dated January 19, 2021, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. The Company further acknowledges and agrees that Parent’s sole assets consist of the cash proceeds of Parent’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions are not consummated by January 20, 2023 or such later date as approved by the Parent Stockholders to complete a Business Combination, Parent will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself and the Company Equityholders its Affiliates) hereby waives any past, present or future claim of any kind against, and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reportsany right to access, the Acquiror Organizational DocumentsTrust Account, and the Trust Agreement and understands that Acquiror established any trustee of the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time Parent to time thereon) for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies collect from the Trust Account only: (a) any monies that may be owed to the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation them by Parent or any of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay its Affiliates for any franchise or income taxes; or (d) to Acquiror after or concurrently with the consummation of a business combination. The Companyreason whatsoever, on behalf of itself and the Company Equityholders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (whatsoever, including for an alleged breach any Willful Breach of this Agreement Agreement; provided, however, that (a) nothing herein shall serve to limit or any prohibit the Company’s right to pursue a claim against Parent for (i) legal relief against monies or other agreement with Acquiror assets held outside the Trust Account or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and specific performance or other equitable relief in connection with the consummation of the Transactions and specifically relied upon by Acquiror so long as such claim would not affect Parent’s ability to induce Acquiror fulfill its obligation to enter into this Agreement, effectuate the redemptions pursuant to the Offer and (iiib) intend and understand such waiver nothing herein shall serve to be valid, binding and enforceable against the Company, limit or prohibit any claims that the Company Equityholders and its respective Affiliates under applicable Law. To may have in the extent future against Parent’s assets or funds that are not held in the CompanyTrust Account, the Company Equityholders and its respective Affiliates commence including any Action or proceeding based upon, amounts that were in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions but subsequently released therefrom) or any amounts contained therein. This Section 6.03 7.06 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Each of the Company, on behalf of itself Merger Sub and the Company Equityholders and other Affiliates, represents and warrants Merger Sub II acknowledges that it has read SPAC’s final prospectus, dated January 5, 2021, the IPO Prospectus and other SEC Reports, the Acquiror SPAC Organizational Documents, Documents and the Trust Agreement and understands that Acquiror SPAC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of AcquirorSPAC’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), shareholders and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: are available only in the limited circumstances set forth in the Trust Agreement. Each of the Company, Merger Sub and Merger Sub II further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not or is not consummated within 24 (a) to the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline to consummate a business combination; (bcertain circumstances, 30) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after from the closing of the IPOoffering contemplated by SPAC’s final prospectus, subject SPAC will be obligated to extension by an amendment return to the Acquiror Organizational Documents; (c) with respect to any interest earned on its shareholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither each of the Company, nor any Merger Sub and Merger Sub II (on behalf of the Company Equityholders or itself and its respective Affiliates, do now Representatives and equityholders) hereby irrevocably waives any past, present or shall at any time hereafter have any future right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account claims (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, liability) of any kind in or to any monies in the “Released Claims”). The Company, on behalf of itself Trust Account and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have agree not to seek recourse against the Trust Account (including or any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out ofof or relating to, any negotiationsthis Agreement or the Transactions with SPAC; provided that notwithstanding anything herein or otherwise to the contrary, contracts nothing herein shall serve to limit or agreements prohibit the Company’s right to pursue a claim against SPAC for legal relief against monies or other assets of SPAC held outside the Trust Account solely to the extent provided in this Agreement or for specific performance or other equitable relief in connection with Acquiror or the consummation of the Transactions (including a claim for SPAC to specifically perform its Representatives obligations under this Agreement and will not seek recourse against cause the disbursement of the balance of the cash remaining in the Trust Account (including any distributions therefrom) for any reason whatsoever after giving effect to the extent arising out SPAC Shareholder Redemption Right) to the Company in accordance with the terms of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Trust Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 shall survive the termination of this Agreement for any reason).

No Claim Against the Trust Account. The Company, on behalf of itself and the Company Equityholders and other Affiliates, represents and warrants acknowledges that it has read the IPO Final Prospectus and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by October 23, 2022 or such later date as approved by the stockholders of Acquiror to the Public Stockholders if they elect complete a Business Combination, Acquiror will be obligated to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline return to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or and in consideration of Acquiror, First Merger Sub and Second Merger Sub entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself itself, its Subsidiaries, its Affiliates and the Company Equityholders its and other Affiliatestheir respective Representatives) hereby irrevocably waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim future Action of any kind in or against, and any right to any monies in access, the Trust Account or distributions therefrom, or make any claim against to collect from the Trust Account (including any distributions therefrom)monies that may be owed to them for any reason whatsoever, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever whatsoever. Notwithstanding the foregoing, this Section 7.04 shall not serve to the extent arising out of the Released Claims (including for an alleged breach of this Agreement limit or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against prohibit the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating ’s rights to or arising out of any matter relating to pursue a claim against Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary for legal relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds assets held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefromfrom and after the consummation of a Business Combination other than the one contemplated by this Agreement) or any amounts contained thereinpursuant to Section 12.13 for specific performance or other injunctive relief. This Section 6.03 7.04 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The CompanyCompany acknowledges that Acquiror is a blank check company with the power and privileges to effect a Business Combination, on behalf of itself and the Company Equityholders has read Acquiror’s final prospectus, dated August 10, 2021 and other Affiliates, represents and warrants that it has read the IPO Prospectus and other Acquiror SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror, Acquiror’s public stockholders (including overallotment shares acquired by shareholders and the underwriters of Acquiror’s underwriters, the “Public Stockholders”), initial public offering and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that Acquiror’s sole assets consist of the consummation cash proceeds of Acquiror’s initial business combination or public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in connection with an extension the Trust Account for the benefit of Acquiror, its public shareholders and the underwriters of Acquiror’s deadline initial public offering. The Company further acknowledges that, if the transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination, are not consummated by November 13, 2022 or such later date as approved by the shareholders of Acquiror to consummate complete a business combination; (b) Business Combination, Acquiror will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its public shareholders the amounts being held in the Trust Account, amounts necessary to pay for any franchise or income taxes; or (d) to . For and in consideration of Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in entering into this Agreement, neither and for other good and valuable consideration, the Companyreceipt and sufficiency of which are hereby acknowledged, nor any of the Company Equityholders or Affiliates, do now or shall at any time hereafter have hereby irrevocably waives any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or otherwise) that it has or may have in the future in or to any monies or other theory of legal liability assets in the Trust Account and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or in connection with, this Agreement or any negotiations, Contracts or agreements or transactions with Acquiror. Notwithstanding the foregoing sentence, (collectively, a) nothing herein shall limit or prohibit the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, ’s right to pursue any claim against Acquiror for (i) hereby irrevocably waive legal relief against monies or other assets held outside the Trust Account or (ii) specific performance to consummate the Closing (including any Released Claims claim for Acquiror to specifically perform its obligations under this Agreement to cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemption) at the Closing to the Company in accordance with the terms of this Agreement and the Trust Agreement), so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemption or otherwise violate the Trust Agreement and (b) nothing herein shall limit or prohibit any claim that the Company, the Company Equityholders and its respective Affiliates may have following the Closing against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge such funds that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of have been released from the Trust Account and any assets that have been purchased or acquired with any such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinfunds). This Section 6.03 6.04 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that Acquiror is a blank check company with the power and privileges to effect a Business Combination, on behalf of itself and the Company Equityholders and other Affiliates, represents and warrants that it has read the IPO Acquiror Final Prospectus and other Acquiror SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror, Acquiror’s public stockholders (including overallotment shares acquired by shareholders and the underwriters of Acquiror’s underwriters, the “Public Stockholders”), initial public offering and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) to are available only in the Public Stockholders if they elect to redeem their Acquiror shares in connection with limited circumstances set forth therein. The Company further acknowledges and agrees that Axxxxxxx’s sole assets consist of the consummation cash proceeds of Acquiror’s initial business combination or public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in connection with an extension the Trust Account for the benefit of Acquiror, its public shareholders and the underwriters of Acquiror’s deadline initial public offering. The Company further acknowledges that, if the transactions contemplated by this Agreement or, in the event of termination of this Agreement, another Business Combination, are not consummated by such date as approved by the shareholders of Acquiror to consummate complete a business combination; (b) Business Combination, Acquiror will be obligated to the Public Stockholders if Acquiror fails return to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its public shareholders the amounts being held in the Trust Account, amounts necessary to pay for any franchise or income taxes; or (d) to . For and in consideration of Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in entering into this Agreement, neither and for other good and valuable consideration, the Companyreceipt and sufficiency of which are hereby acknowledged, nor any of the Company Equityholders or Affiliates, do now or shall at any time hereafter have hereby irrevocably waives any right, title, interest or claim of any kind (whether based on Contract, tort, equity or otherwise) that it has or may have in the future in or to any monies or other assets in the Trust Account and agrees not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make in connection with, this Agreement or any negotiations, Contracts or agreements or transactions with Acquiror. Notwithstanding the foregoing sentence, (a) nothing herein shall limit or prohibit the Company’s right to pursue any claim against Acquiror for (i) legal relief against monies or other assets held outside the Trust Account or (ii) specific performance to consummate the Closing (including any claim for Acquiror to specifically perform its obligations under this Agreement to cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemption) at the Closing to the Company in accordance with the terms of this Agreement and the Trust Agreement), so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemption or otherwise violate the Trust Agreement and (b) nothing herein shall limit or prohibit any claim that the Company may have following the Closing against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims funds that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that have been purchased or acquired with any such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinfunds). This Section 6.03 6.04 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Company, on behalf of itself and the Company Equityholders and other Affiliates, represents and warrants acknowledges that it has read Acquiror’s final prospectus, dated December 17, 2021, the IPO Prospectus and other SEC Reports, Reports and the Acquiror Organizational Documents, and the Trust Agreement Documents and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by June 17, 2024 or such later date as approved by the stockholders of Acquiror to the Public Stockholders if they elect complete a Business Combination, Acquiror will be obligated to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline return to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders its Affiliates and other Affiliatesequityholders) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account future claims (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, liability) of any kind in or any right to access any monies in the “Released Claims”). The Company, on behalf of itself Trust Account and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have agrees not to seek recourse against the Trust Account (including or any distributions therefrom) now or in the future funds distributed therefrom to Acquiror’s stockholders as a result of, or arising out of, in connection with or relating in any negotiationsway to this Agreement or the Transactions with Acquiror; provided that notwithstanding anything herein or otherwise to the contrary (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, contracts for specific performance or agreements other equitable relief in connection with the consummation of the Transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Shareholder Redemption) to the Company in accordance with the terms of this Agreement and the Trust Agreement), and (y) nothing herein shall serve to limit or its Representatives and will prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not seek recourse against held in the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge funds that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against been released from the Trust Account (including other than to its stockholders in connection with redemptions effected prior to a Business Combination) and any distributions therefrom) assets that have been purchased or acquired by Acquiror or any amounts contained thereinsuccessor thereof or any of their respective Affiliates with any such funds or otherwise following a Business Combination). This Section 6.03 5.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyFlorida acknowledges that SPAC is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving Florida and one or more businesses or assets, and Florida has read SPAC’s final prospectus, dated August 20, 2020 and filed with the SEC (File No. 333-240333) on behalf of itself and the Company Equityholders August 21, 2020, and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SPAC SEC ReportsDocuments, the Acquiror Organizational Documents, organizational documents of SPAC and the Trust Agreement Agreement, and understands that Acquiror SPAC has established the Trust Account described therein for the benefit of SPAC’s public stockholders containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account are available only: (a) to the Public SPAC Stockholders if in the event they elect to redeem their Acquiror shares SPAC Class A Common Stock in connection with the consummation of Acquiror’s initial business combination the Business Combination or in connection with an extension of Acquiror’s its deadline to consummate a business combination; Business Combination, (b) to the Public SPAC Stockholders if Acquiror SPAC fails to consummate a business combination Business Combination within 24 twenty four (24) months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; SPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes; taxes and up to $100,000 in dissolution expenses or (d) to Acquiror SPAC after or concurrently with the consummation of a business combinationBusiness Combination. The Company, Florida hereby agrees (on its own behalf and on behalf of itself and the Company Equityholders and other Affiliatesits Subsidiaries, acknowledges and agrees thatAffiliates (including, notwithstanding anything to the contrary in this Agreementextent applicable, neither the Companyparallel or subsequent investment funds or management vehicles) and each of its and their employees, nor agents, representatives, affiliates, equityholders and any of the Company Equityholders other person or Affiliatesentity acting on its behalf (collectively, do “Related Parties”)), that it does not now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, to this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matterAncillary Agreements, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, Florida on behalf of itself and the Company Equityholders and other Affiliates, (i) its Related Parties hereby irrevocably waive waives any Released Claims that the Company, the Company Equityholders and Florida or any of its respective Affiliates Related Parties may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out ofof this Agreement, any negotiations, contracts or agreements with Acquiror or its Representatives the Ancillary Agreements and the transactions contemplated hereby and thereby and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliatesthe Ancillary Agreements), (ii) agree . Florida agrees and acknowledge acknowledges that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror SPAC and its Related Parties to induce Acquiror SPAC to enter into this AgreementAgreement and the Ancillary Agreements, and (iii) intend Florida further intends and understand understands such waiver to be valid, binding and enforceable against the Company, the Company Equityholders Florida and each of its respective Affiliates Related Parties under applicable Law. To the extent the Company, the Company Equityholders and Florida or any of its respective Affiliates commence Related Parties commences any Action action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror SPAC or its RepresentativesRelated Parties, which proceeding seeks, in whole or in part, monetary relief against Acquiror SPAC or its RepresentativesRelated Parties, the Company, on behalf of itself Florida hereby acknowledges and the Company Equityholders agrees that Florida’s and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliatesits Related Parties’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons Florida or its Related Party (or any Person person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Florida waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This Section 6.03 7.09 shall survive the termination of this Agreement for any reason.. 50

No Claim Against the Trust Account. The Company, on behalf of itself and the Company Equityholders and other Affiliates, represents and warrants acknowledges that it has read Acquiror’s final prospectus, dated September 9, 2020, the IPO Prospectus and other SEC Reports, Reports and the Acquiror Organizational Documents, and the Trust Agreement Documents and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies that disbursements from the Trust Account only: (a) are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by September 14, 2022 or such later date as approved by the stockholders of Acquiror to the Public Stockholders if they elect complete a Business Combination, Acquiror will be obligated to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline return to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account. Accordingly, amounts necessary to pay for any franchise or income taxes; or the Company (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders its Affiliates and other Affiliatesequityholders) hereby waives any past, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders present or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account future claims (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, liability) of any kind in or any right to access any monies in the “Released Claims”). The Company, on behalf of itself Trust Account and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have agrees not to seek recourse against the Trust Account (including or any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, in connection with or relating in any negotiationsway to this Agreement or the Transactions with Acquiror; provided that notwithstanding anything herein or otherwise to the contrary (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, contracts for specific performance or agreements other equitable relief in connection with the consummation of the Transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Stockholder Redemption) to the Company in accordance with the terms of this Agreement and the Trust Agreement), and (y) nothing herein shall serve to limit or its Representatives and will prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not seek recourse against held in the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge funds that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against been released from the Trust Account (including other than to its stockholders in connection with redemptions effected prior to a Business Combination) and any distributions therefrom) assets that have been purchased or acquired by Acquiror or any amounts contained thereinsuccessor thereof or any of their respective Affiliates with any such funds or otherwise following a Business Combination). This Section 6.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Company, on behalf of itself and the Company Equityholders and other Affiliates, represents and warrants acknowledges that it has read the IPO Final Prospectus and other SEC Reports, the Acquiror Quantum Organizational Documents, and the Trust Agreement and understands that Acquiror Quantum has established the Trust Account described therein containing all but a small portion of the net proceeds of its initial public offering (the “IPO”), as well as a portion of the underwriting discounts and commissions (including underwriting discounts and proceeds due to the underwriters for any exercise of the IPO underwriters’ overallotment option) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AcquirorQuantum’s public stockholders (including overallotment shares acquired by AcquirorQuantum’s underwriters, the “Public Stockholders”), ) and that, except as otherwise described in the IPO Final Prospectus, Acquiror Quantum may disburse monies from the Trust Account only: (a) upon the completion of the initial Business Combination, (b) upon the redemption of 100% of the Quantum Common Stock if Quantum does not complete its initial Business Combination prior to February 9, 2023, subject to applicable law, (c) upon the Public Stockholders if they elect to redeem their Acquiror shares redemption of Quantum Common Stock in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline a Quantum Stockholder vote to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by approve an amendment to the Acquiror Organizational Documents; Certificate of Incorporation (ci) to modify the substance or timing of Quantum’s obligation to redeem 100% of the Quantum Common Stock if Quantum has not completed an initial Business Combination prior to February 9, 2023 or (ii) with respect to any other provision relating to Quantum Stockholders’ rights or pre-initial Business Combination and (iv) with respect to any interest earned on the amounts funds held in the Trust Account, amounts necessary to pay for any franchise or income taxes; or (d) to Acquiror after or concurrently with the consummation of a business combination. and other tax obligations owed by Quantum.. The Company, on behalf of itself itself, its Subsidiaries and the Company Equityholders its and other their respective equityholders and Affiliates, hereby acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, that neither the Company, nor any of the Company Equityholders or its Subsidiaries and its and their respective equityholders and Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefromtherefrom (other than any distributions to Quantum), or make any claim against the Trust Account (including any distributions therefromtherefrom (other than any distributions to Quantum)), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement Agreement, any Transaction Document or any proposed or actual business relationship between Acquiror Quantum or its Representatives, on the one hand, and the Company, the Company Equityholders and their or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”). The CompanyCompany further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by August 9, 2022, or such later date as approved by the stockholders of Quantum to complete a Business Combination, Quantum will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself and the Company Equityholders and other its controlled Affiliates, ) (i) hereby irrevocably waive waives any Released Claims that the Company, the Company Equityholders its Subsidiaries and its and their respective equityholders and Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror Quantum or any of its Representatives Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates)whatsoever, (ii) agree agrees and acknowledge acknowledges that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror Quantum to induce Acquiror Quantum to enter into this Agreement, and (iii) intend intends and understand understands such waiver to be valid, binding and enforceable against the Company, the Company Equityholders Pre-Closing Holders and its their respective Affiliates under applicable Law. To Notwithstanding anything to the extent contrary, nothing in this Section 8.03 shall (x) serve to limit or prohibit the right of the Company, the Company Equityholders Company, its Subsidiaries and its and their respective equityholders and Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating pursue a claim against Quantum pursuant to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary this Agreement for legal relief against Acquiror monies or its Representatives, the Company, on behalf other assets of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds Quantum held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or for fraud in the making of the representations and that such warranties in Article VII, and (y) serve to limit or prohibit the Company’s or its controlled Affiliates’ rights to pursue a claim shall not permit such Persons (against Quantum or any Person claiming on any of their behalves or in lieu of any of them) to have any claim its Affiliates for legal relief against assets held outside the Trust Account (including any distributions therefromfrom and after the consummation of a Business Combination other than as contemplated by this Agreement) or any amounts contained thereinpursuant to Section 13.13 for specific performance or other injunctive relief. This Section 6.03 8.03 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The CompanyCompany acknowledges that Parent is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company understands that Parent has established the Trust Account for the benefit of Parent’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in Parent’s final prospectus, dated December 14, 2020, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. The Company further acknowledges and agrees that Parent’s sole assets consist of the cash proceeds of Parent’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions are not consummated by December 15, 2022 or such later date as approved by the Parent Stockholders to complete a Business Combination, Parent will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself and the Company Equityholders its Affiliates) hereby waives any past, present or future claim of any kind against, and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reportsany right to access, the Acquiror Organizational DocumentsTrust Account, and the Trust Agreement and understands that Acquiror established any trustee of the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time Parent to time thereon) for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies collect from the Trust Account only: (a) any monies that may be owed to the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation them by Parent or any of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay its Affiliates for any franchise or income taxes; or (d) to Acquiror after or concurrently with the consummation of a business combination. The Companyreason whatsoever, on behalf of itself and the Company Equityholders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever to the extent arising out of the Released Claims (whatsoever, including for an alleged breach any Willful Breach of this Agreement Agreement; provided, however, that (a) nothing herein shall serve to limit or any prohibit the Company’s right to pursue a claim against Parent for (i) legal relief against monies or other agreement with Acquiror assets held outside the Trust Account or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and specific performance or other equitable relief in connection with the consummation of the Transactions and specifically relied upon by Acquiror so long as such claim would not affect Parent’s ability to induce Acquiror fulfill its obligation to enter into this Agreement, effectuate the redemptions pursuant to the Offer and (iiib) intend and understand such waiver nothing herein shall serve to be valid, binding and enforceable against the Company, limit or prohibit any claims that the Company Equityholders and its respective Affiliates under applicable Law. To may have in the extent the Company, the Company Equityholders and its respective Affiliates commence any Action future against Parent’s assets or proceeding based upon, funds that are not held in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinAccount. This Section 6.03 7.06 shall survive the termination of this Agreement for any reason.

No Claim Against the Trust Account. The Company, on behalf of itself and the Company Equityholders its Pre-Closing Holders and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror SPAC Organizational Documents, and the Trust Agreement and understands that Acquiror SPAC established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by AcquirorSPAC’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AcquirorSPAC’s public stockholders (including SPAC’s underwriters who acquired overallotment shares acquired by Acquiror’s underwritersshares, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders if they elect to redeem their Acquiror SPAC shares in connection with the consummation of AcquirorSPAC’s initial business combination Business Combination or in connection with an extension of AcquirorSPAC’s deadline to consummate a business combinationBusiness Combination; (b) to the Public Stockholders if Acquiror SPAC fails to consummate a business combination Business Combination within 24 15 months after the closing of the IPO, subject to extension by an amendment to the Acquiror SPAC Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes; , or (d) to Acquiror SPAC after or concurrently in accordance with the consummation of a business combinationBusiness Combination. The Company, on behalf of itself itself, the Pre-Closing Holders and the Company Equityholders and Company’s other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither none of the Company, nor any of the Company Equityholders Pre-Closing Holders or the Company’s Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement, any other Transaction Agreement or any proposed or actual business relationship between Acquiror SPAC or its Representatives, on the one hand, and the Company, the Company Equityholders Pre-Closing Holders and their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders Pre-Closing Holders and the Company’s other Affiliates, (i) hereby irrevocably waive waives any Released Claims that the Company, the Company Equityholders Pre-Closing Holders and its their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror SPAC or its Affiliates), (ii) agree agrees and acknowledge acknowledges that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror SPAC to induce Acquiror SPAC to enter into this Agreement, and (iii) intend intends and understand understands such waiver to be valid, binding and enforceable against the Company, the Company Equityholders Pre-Closing Holders and its their respective Affiliates under applicable Law. To Notwithstanding anything to the extent contrary, nothing in this Section 6.03 shall (x) serve to limit or prohibit the right of the Company, the Company Equityholders and its Pre-Closing Holders or their respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating pursue a claim against SPAC pursuant to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary this Agreement for legal relief against Acquiror monies or its Representatives, the Company, on behalf other assets of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds SPAC held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or for fraud in the making of the representations and warranties in Article V, and (y) serve to limit or prohibit any claims that such claim shall not permit such Persons (the Company, the Pre-Closing Holders or their respective Affiliates may have in the future pursuant to this Agreement or any Person claiming on any of their behalves other Transaction Agreement against SPAC’s assets or funds that are not held in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinAccount. This Section 6.03 shall survive the termination of this Agreement for any reason.