Common use of No Claim Against Trust Fund Clause in Contracts

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company acknowledges that it has read HL’s final prospectus dated June 27, 2018 (“Final Prospectus”) and understands that HL has established the Trust Fund for the benefit of HL’s public shareholders and that HL may disburse monies from the Trust Fund only (a) to HL’s public shareholders in the event they elect to convert their shares into cash in accordance with HL’s Charter Documents and/or the liquidation of HL or (b) to HL after, or concurrently with, the consummation of a business combination. The Company further acknowledges that, if the Transactions, or, upon termination of this Agreement, another business combination, are not consummated by July 2, 2020, or such later date as shall be set forth in an amendment to HL’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete a business combination, HL will be obligated to return to its shareholders the amounts being held in the Trust Fund. Accordingly, the Company, on behalf of itself and its Affiliates, hereby waives all rights, title, interest or claim of any kind against HL to collect from the Trust Fund any monies that may be owed to them by HL for any reason whatsoever, including but not limited to a breach of this Agreement by HL or any negotiations, agreements or understandings with HL (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the Transactions. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HL.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company acknowledges that it has read HLBRPA’s final prospectus dated June 27November 20, 2018 (“Final Prospectus”) 2017 and understands that HL BRPA has established the Trust Fund for the benefit of HLBRPA’s public shareholders and that HL BRPA may disburse monies from the Trust Fund only (a) to HLBRPA’s public shareholders in the event they elect to convert their shares into cash in accordance with HLBRPA’s Charter Documents and/or the liquidation of HL BRPA or (b) to HL BRPA after, or concurrently with, or in connection with the consummation of a business combinationBusiness Combination. The Company further acknowledges that, if the TransactionsMerger, or, upon termination of this Agreement, another business combinationBusiness Combination, are is not consummated by July 2December 23, 2020, or such later date as shall be set forth in an amendment to HLBRPA’s Amended and Restated Memorandum and Articles Certificate of Association Incorporation for the purpose of extending the date by which HL BRPA must complete a business combinationBusiness Combination, HL BRPA will be obligated to return to its shareholders the amounts being held in the Trust Fund. Accordingly, the Company, on behalf of for itself and its the Company Stockholders, directors, officers, employees, Representatives, Subsidiaries, and Affiliates, hereby waives all rights, title, interest or claim of any kind against HL BRPA to collect from the Trust Fund any monies that may be owed to them by HL BRPA for any reason whatsoever, including but not limited to a breach of this Agreement by HL BRPA or any negotiations, agreements or understandings with HL BRPA (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (a) that nothing herein shall serve amend, limit, alter, change, supersede or otherwise modify the right of the Company to limit bring any action or prohibit the Company’s right to pursue a claim against HL pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or actions for specific performance or performance, injunctive and/or other equitable relief in connection herewith (including, without limitation, the right to compel specific performance by BRPA and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to Merger Sub of their respective obligations under this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the TransactionsAgreement). This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLBRPA.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company acknowledges and the Stockholders acknowledge that it has they have read HLQuartet’s final prospectus dated June 27October 28, 2018 2013 (“Final Prospectus”) and understands understand that HL Quartet has established committed to seeking to have any business with which it enters into a business combination execute a waiver of its rights, title, interest or claim of any kind in or to any monies in the Trust Fund for the benefit of HL’s public shareholders and that HL may disburse monies from the Trust Fund only (a) to HL’s public shareholders in the event they elect to convert their shares into cash in accordance with HL’s Charter Documents and/or the liquidation of HL or (b) to HL after, or concurrently with, the consummation of a business combinationFund. The Company and the Stockholders further acknowledges acknowledge that, if the Transactions, or, upon termination of this Agreement, another business combination, are Quartet does not consummated by July 2, 2020, or such later date as shall be set forth in an amendment to HL’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete consummate a business combinationcombination by May 1, HL 2015 (or November 1, 2015 if certain conditions are met), Quartet will be obligated to return to its shareholders stockholders the amounts being held in the Trust Fund. Accordingly, the Company, on behalf of for itself and its subsidiaries, affiliated entities, directors, officers, employees, shareholders, stockholders, representatives, advisors and all other associates and Affiliates, and the Stockholders, for themselves (collectively, the “Company and Stockholder Releasors”), hereby waives waive all rights, title, interest or claim of any kind against HL to collect from any monies in the Trust Fund for any monies that may be owed to them the Company and Stockholder Releasors by HL Quartet for any reason whatsoever, including but not limited to a breach of this Agreement by HL Quartet or any negotiations, agreements or understandings with HL Quartet (whether in the past, present or future), and the Company and Stockholder Releasors will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (a) nothing herein shall serve to limit or prohibit . Notwithstanding the Company’s right to pursue a claim against HL foregoing, in the event this Agreement is terminated pursuant to this Agreement for legal relief against monies or other assets any of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and Sections 8.1 (b) nothing herein shall serve (but only if the transactions contemplated hereby have failed to limit close by September 30, 2014 because of Quartet’s breach of an obligation herein), 8.1(d), 8.1(g)(i) or prohibit any claims that 8.1(g)(ii) (but only if the transactions contemplated hereby have failed to close within 45 days after the Proxy Statement/Prospectus being cleared by the SEC because of Quartet’s breach of an obligation herein), and Quartet completes a business combination with another company, neither the Company may have nor any Stockholder Releasor shall be prohibited from filing and pursuing a claim for damages in the future pursuant to connection with this Agreement or the transactions contemplated herein following consummation by Quartet of an alternative business combination, in each case against HL’s assets Quartet or funds any other entity that are not held in the Trust Fundis party to such alternative business combination or any Affiliate thereof. Furthermore, HL Quartet shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL the Company or any Stockholder Releasor from so filing or pursuing any such claim, or (ii) permits the Person entity that survives such combination to not to assume HLQuartet’s obligation for damages in connection with this Agreement and the Transactionstransactions contemplated herein. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLreason.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company Company, the Stockholder, each of the CI Stockholders and Lim acknowledges that it has they have read HLParent’s final prospectus dated June 27December 15, 2018 (“Final Prospectus”) 2005 and understands understand that HL Parent has established the Trust Fund for the benefit of HLParent’s public shareholders stockholders and that HL Parent may disburse monies from the Trust Fund only (a) to HLParent’s public shareholders stockholders in the event they elect to convert their shares into cash in accordance with HLParent’s Charter Documents and/or the liquidation of HL Parent or (b) to HL after, or concurrently with, the consummation of Parent after it consummates a business combination. The Company Company, the Stockholder, each of the CI Stockholder and Lim further acknowledges acknowledge that, if the Transactionstransactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 2December 15, 20202007, or such later date as shall be set forth in an amendment to HL’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete a business combination, HL Parent will be obligated to return to its shareholders stockholders the amounts being held in the Trust Fund. Accordingly, the Company, on behalf the Stockholder, each of itself the CI Stockholders and its AffiliatesLim for themselves and their subsidiaries, affiliated entities, directors, officers, employees, stockholders, representatives, advisors and all other associates and affiliates, hereby waives waive all rights, title, interest or claim of any kind against HL Parent and the Merger Sub to collect from the Trust Fund any monies that may be owed to them by HL Parent or the Merger Sub for any reason whatsoever, including but not limited to a breach of this Agreement by HL Parent or any negotiations, agreements or understandings with HL Parent or the Merger Sub (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the Transactions. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLParent.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, Plastec and each of the Company acknowledges Plastec Shareholders acknowledge that it has they have read HLGSME’s final prospectus dated June 27November 19, 2018 (“Final Prospectus”) 2009 and understands understand that HL GSME has established the Trust Fund Fund, and may draw upon a letter of credit to be provided by Xxxxx & Company (“L/C”), each for the benefit of HLGSME’s public shareholders and that HL GSME may disburse monies from (X) the Trust Fund only (ai) to HL’s the public shareholders in the event they elect to convert their shares into cash in accordance with HLGSME’s Charter Documents and/or the Documents, (ii) to GSME’s public shareholders upon GSME’s liquidation of HL if GSME fails to consummate a business combination or (biii) to HL GSME after, or concurrently with, the consummation of a business combination and (Y) the L/C to certain shareholders that vote in favor of any proposed business combination. The Company further acknowledges thatPlastec and each of the Plastec Shareholders, if the Transactions, or, upon termination of this Agreement, another business combination, are not consummated by July 2, 2020, or such later date as shall be set forth in an amendment to HL’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete a business combination, HL will be obligated to return to its shareholders the amounts being held in the Trust Fund. Accordingly, the Company, on behalf of itself and its subsidiaries, directors, officers, employees, shareholders, representatives, advisors and all other associates and Affiliates, hereby waives all rights, title, interest or claim of any kind against HL GSME to collect from the Trust Fund or the L/C any monies that may be owed to them it by HL GSME for any reason whatsoever, including but not limited to a breach of this Agreement by HL GSME or any negotiations, agreements or understandings with HL GSME (whether in the past, present or future), and will not seek recourse against the Trust Fund or the L/C at any time for any reason whatsoever; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the Transactions. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLGSME, Plastec and each of the Plastec Shareholders.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company acknowledges and EHL acknowledge that it has they have read HLParent’s final prospectus dated June 27May 11, 2018 (“Final Prospectus”) 2006 and understands understand that HL Parent has established the Trust Fund for the benefit of HLParent’s public shareholders stockholders and that HL Parent may disburse monies from the Trust Fund only (a) to HLParent’s public shareholders stockholders in the event they elect to convert their shares into cash in accordance with HLParent’s Charter Documents and/or the liquidation of HL Parent or (b) to HL after, or concurrently with, the consummation of Parent after it consummates a business combination. The Company and EHL further acknowledges acknowledge that, if the Transactionstransactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 2May 11, 20202008, or such later date as shall be set forth in an amendment to HL’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete a business combination, HL Parent will be obligated to return to its shareholders stockholders the amounts being held in the Trust Fund. Accordingly, the CompanyCompany and EHL, on behalf of itself for themselves and its Affiliatestheir subsidiaries, hereby waives waive all rights, title, interest or claim of any kind against HL Parent to collect from the Trust Fund any monies that may be owed to them by HL Parent for any reason whatsoever, including but not limited to a breach of this Agreement by HL Parent or any negotiations, agreements or understandings with HL Parent (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the Transactions. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLParent, the Company and EHL. Notwithstanding the foregoing, nothing herein shall prohibit EHL, the Company, their respective shareholders or the Representative from seeking the release of the Trust Fund to the Continuing Corporation at or following the Closing in accordance with the terms of the applicable documents governing the Trust Fund and Section 5.24.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company acknowledges that it has read HLParent’s final prospectus dated June 27March 16, 2018 (“Final Prospectus”) 2012 and understands that HL Parent has established the Trust Fund for the benefit of HLParent’s public shareholders and that HL Parent may disburse monies from the Trust Fund only (a) to HLParent’s public shareholders in the event they elect to convert their shares into cash in accordance with HLParent’s Charter Documents and/or the liquidation of HL or Parent, (b) to HL Parent after, or concurrently with, the consummation of a business combination, and (c) to Parent in limited amounts for its working capital requirements and tax obligations. The Company further acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 2December 16, 20202013, or such later date as shall be set forth in an amendment to HL’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete a business combination, HL Parent will be obligated to return to its shareholders the amounts being held in the Trust Fund. Accordingly, the Company, on behalf of for itself and its Subsidiaries, directors, officers, employees, shareholders and Affiliates, hereby waives all rights, title, interest or claim of any kind against HL Parent to collect from the Trust Fund any monies that may be owed to them by HL Parent for any reason whatsoever, including but not limited to a breach of this Agreement by HL Parent or any negotiations, contracts, agreements or understandings with HL (whether in the past, present or future)Parent, and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided provided, however, that: (a) , nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL pursuant to this Agreement Parent for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and (b) nothing herein shall serve to limit or prohibit any claims that with the Company may have in consummation of the future pursuant to transactions contemplated by this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related (including a claim for Parent to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with specifically perform its obligations under this Agreement and the TransactionsAgreement). This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLreason.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company acknowledges that it has read HLParent’s final prospectus dated June 27January 31, 2018 2019 (“Final Prospectus”) and understands that HL Parent has established the Trust Fund for the benefit of HLParent’s public shareholders stockholders and that HL Parent may disburse monies from the Trust Fund only (a) to HLParent’s public shareholders stockholders in the event they elect to convert their shares into cash in accordance with HLParent’s Charter Documents and/or the liquidation of HL Parent or (b) to HL Parent after, or concurrently with, the consummation of a business combination. The Company further acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 2August 4, 2020, or such later date as shall be set forth in an amendment to HLParent’s Amended and Restated Memorandum and Articles Certificate of Association Incorporation for the purpose of extending the date by which HL Parent must complete a business combination, HL Parent will be obligated to return to its shareholders stockholders the amounts being held in the Trust Fund. Accordingly, the Company, on behalf of itself and its Affiliates, hereby waives all rights, title, interest or claim of any kind against HL Parent to collect from the Trust Fund any monies that may be owed to them by HL Parent for any reason whatsoever, including but not limited to a breach of this Agreement by HL Parent or any negotiations, agreements or understandings with HL Parent (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the Transactions. This paragraph will survive the termination of this Agreement for any reason and reason, but notwithstanding anything set forth herein will not expire and will not be altered in any way without limit the express written consent rights of HLthe Company or its Stockholders at or following the Closing.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company and NewCo acknowledges that it has read HLParent’s final prospectus for its initial public offering dated June 27July 11, 2018 2023 (the “Final Prospectus”) and understands that HL Parent has established the Trust Fund for the benefit of HLParent’s public shareholders and that HL Parent may disburse monies from the Trust Fund only (a) to HLParent’s public shareholders in the event they elect to convert their shares into Parent Ordinary Shares are redeemed for cash in accordance with HLParent’s Charter Documents and/or the liquidation of HL Documents, or (b) to HL Parent after, or concurrently with, the consummation of a an initial business combination, except with respect to interest earned on the Trust Fund that may be released to Parent to pay its tax obligations and except for up to $100,000 of interest that may be released to Parent to pay liquidation and dissolution expenses. The Company and NewCo further acknowledges that, if the TransactionsTransactions are not, or, upon termination of this Agreement, another initial business combinationcombination is not, are not consummated as required by July 2Parent’s Charter Documents, 2020, or such later date as shall be set forth in an amendment to HL’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete a business combination, HL Parent will be obligated to return to its shareholders the amounts being held in the Trust Fund. Accordingly, the CompanyCompany and NewCo, on behalf of itself for themselves and its their respective Subsidiaries, Affiliates, directors, officers, employees, shareholders, representatives, advisors and all other associates and affiliates, hereby waives waive all rights, title, interest or claim of any kind against HL Parent to collect from the Trust Fund any monies that may be owed to them by HL Parent for any reason whatsoever, including but not limited to a breach of this Agreement by HL Parent or any negotiations, agreements or understandings with HL Parent (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the Transactions. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLParent and the Company.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company acknowledges that it has read HLParent’s final prospectus dated June 27November 24, 2018 2015 (“Final Prospectus”) and understands that HL Parent has established the Trust Fund a trust account for the benefit of HLParent’s public shareholders (“Trust Fund”) and that HL Parent may disburse monies from the Trust Fund only (a) to HL’s public shareholders in certain limited situations described in the event they elect to convert their shares into cash in accordance with HL’s Charter Documents and/or the liquidation of HL or (b) to HL after, or concurrently with, the consummation of a business combinationFinal Prospectus. The Company further acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 2, 2020, or such later date as shall be the time period set forth in an amendment to HLParent’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete a business combinationCharter Documents, HL Parent will be obligated to return to its shareholders the amounts being held in the Trust Fund. Accordingly, the Company, on behalf of for itself and its Subsidiaries, directors, officers, employees, shareholders, representatives, advisors and Affiliates, hereby waives all rights, title, interest or claim of any kind against HL Parent to collect from the Trust Fund any monies that may be owed to them by HL Parent for any reason whatsoever, including but not limited to a breach of this Agreement by HL Parent or any negotiations, agreements or understandings with HL Parent (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: provided, however, that nothing in this Section 5.9 shall amend, limit, alter, change, supersede or otherwise modify the right of the Company to (a) nothing herein shall serve bring any action or actions for specific performance, injunctive and/or other equitable relief (including, without limitation, the right of the Company to limit compel specific performance by Parent, Holdco and Merger Sub of their respective obligations under this Agreement) or prohibit the Company’s right to pursue (b) bring or seek a claim for damages against HL pursuant to Parent, Holdco and/or Merger Sub, or any of their respective successors or assigns, for any breach of this Agreement for legal relief (but such claim shall not be against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HL’s assets or funds that are not held in distributed from the Trust Fund. Furthermore, HL shall not execute any definitive agreement related Fund to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HLholders of Parent Ordinary Shares in accordance with Parent’s obligation for damages in connection with this Agreement and the TransactionsCharter Documents). This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLParent.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company acknowledges and the Stockholder acknowledge that it has they have read HLParent’s final prospectus dated June 27October 22, 2018 (“Final Prospectus”) 2007 and understands understand that HL Parent has established the Trust Fund for the benefit of HLParent’s public shareholders stockholders and that HL Parent may disburse monies from the Trust Fund only (a) to HLParent in limited amounts for its working capital requirements and Tax obligations, (b) to Parent’s public shareholders stockholders in the event they elect to convert their shares into cash in accordance with HLParent’s Charter Documents and/or the liquidation of HL Parent or (bc) to HL after, or Parent concurrently with, the consummation of or after it consummates, a business combination. The Company and the Stockholder further acknowledges acknowledge that, if the Transactionstransactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 2October 22, 20202009, or such later date as shall be set forth in an amendment to HL’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete a business combination, HL Parent will be obligated to return to its shareholders stockholders the amounts being held in the Trust Fund. Accordingly, the CompanyCompany and the Stockholder, on behalf of itself for themselves and its their subsidiaries, affiliated entities, directors, officers, managers, members, employees, stockholders, representatives, advisors and all other associates and Affiliates, hereby waives waive all rights, title, interest or claim of any kind against HL Parent to collect from the Trust Fund any monies that may be owed to them by HL Parent for any reason whatsoever, including but not limited to a breach of this Agreement by HL Parent or any negotiations, agreements or understandings with HL Parent (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL pursuant to . This section will survive this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the Transactions. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLParent, the Company and the Stockholder.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company acknowledges that (a) it has read HLParent’s final prospectus dated June 27, 2018 (“Final Prospectus”) Prospectus and understands that HL Parent has established the Trust Fund for the benefit of HL’s Parent and its public shareholders stockholders and that HL Parent may disburse monies from the Trust Fund only (a) to HL’s public shareholders in certain limited situations described in the event they elect to convert their shares into cash in accordance with HL’s Charter Documents and/or the liquidation of HL or Final Prospectus and (b) to HL after, or concurrently with, the consummation of if a business combination. The Company further acknowledges that, if the Transactions, or, upon termination of this Agreement, another business combination, are combination (as defined in Parent’s Charter Documents) is not consummated by July 2, 2020, or such later date as shall be the time period set forth in an amendment to HLParent’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete a business combinationCharter Documents, HL Parent will be obligated to return to its shareholders the holders of Parent Class A Common Stock the amounts being held in the Trust Fund. Accordingly, the Company, on behalf of for itself and its the Company Stockholders, directors, officers, employees, Representatives, Subsidiaries, Affiliates, and Associated Persons, hereby waives all rightsright, title, interest or claim of any kind against HL Parent to collect from the Trust Fund any monies that may be owed to them by HL Parent for any reason whatsoever, including but not limited to a breach of this Agreement by HL Parent or any negotiations, agreements or understandings with HL Parent (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: that (ai) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL Parent pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith with the Transactions and (bii) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HLParent’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the Transactions. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLParent.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company acknowledges that (a) it has read HLParent’s final prospectus dated June 27, 2018 (“Final Prospectus”) Prospectus and understands that HL Parent has established the Trust Fund for the benefit of HL’s public shareholders and that HL Parent may disburse monies from the Trust Fund only (a) to HL’s public shareholders in certain limited situations described in the event they elect to convert their shares into cash in accordance with HL’s Charter Documents and/or the liquidation of HL or Final Prospectus and (b) to HL after, or concurrently with, the consummation of if a business combination. The Company further acknowledges that, if the Transactions, or, upon termination of this Agreement, another business combination, are combination (as defined in Parent’s Charter Documents) is not consummated by July 2, 2020, or such later date as shall be the time period set forth in an amendment to HLParent’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete a business combinationCharter Documents, HL Parent will be obligated to return to its shareholders the holders of Parent Class A Common Stock the amounts being held in the Trust Fund. Accordingly, the Company, on behalf of for itself and its the Company Stockholders, directors, officers, employees, Representatives, Subsidiaries, Affiliates, and Associated Persons, hereby waives all rightsright, title, interest or claim of any kind against HL Parent to collect from the Trust Fund any monies that may be owed to them by HL Parent for any reason whatsoever, including but not limited to a breach of this Agreement by HL Parent or any negotiations, agreements or understandings with HL Parent (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (ax) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL Parent pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith with the Transactions and (by) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HLParent’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the Transactions. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLParent.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company acknowledges that it has read HLParent’s final prospectus dated June 27July 11, 2018 2019 (“Final Prospectus”) and understands that HL Parent has established the Trust Fund for the benefit of HLParent’s public shareholders stockholders and that HL Parent may disburse monies from the Trust Fund only (a) to HLParent’s public shareholders stockholders in the event they elect to convert their shares into cash in accordance with HLParent’s Charter Documents and/or the liquidation of HL Parent or (b) to HL Parent after, or concurrently with, the consummation of a business combination. The Company further acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 2January 16, 20202021, or such later date as shall be set forth in an amendment to HLParent’s Amended and Restated Memorandum and Articles Certificate of Association Incorporation for the purpose of extending the date by which HL Parent must complete a business combination, HL Parent will be obligated to return to its shareholders stockholders the amounts being held in the Trust Fund. Accordingly, the Company, on behalf of itself and its Affiliates, hereby waives all rights, title, interest or claim of any kind against HL Parent to collect from the Trust Fund any monies that may be owed to them by HL Parent for any reason whatsoever, including but not limited to a breach of this Agreement by HL Parent or any negotiations, agreements or understandings with HL Parent (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the Transactions. This paragraph will survive the termination of this Agreement for any reason and reason, but notwithstanding anything set forth herein will not expire and will not be altered in any way without limit the express written consent rights of HLthe Company or its Stockholders at or following the Closing.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, The Company and Xxxxxxx acknowledge that the Company acknowledges that it has read HL’s final prospectus dated June 27, 2018 (“Final Prospectus”) and understands that HL Parent has established the Trust Fund for the benefit of HLthe Parent’s public shareholders stockholders and that HL the Parent may disburse monies from the Trust Fund only (a) to HLthe Parent’s public shareholders stockholders in the event they elect to convert their shares into cash in accordance with HLthe Parent’s Charter Documents and/or the liquidation of HL Documents; or (b) to HL after, or concurrently with, the consummation of Parent after it consummates a business combination, as set forth in the Parent’s prospectus dated December 15, 2006 and filed with the SEC (the “Prospectus”). The Company further acknowledges that, and Xxxxxxx acknowledge that if the Transactions, or, upon termination of transactions contemplated by this Agreement, another business combination, Agreement are not consummated by July 2the Parent by December 20, 20202008 (provided that the Termination Date has not been extended to January 15, or such later date as shall be set forth in an amendment to HL’s Amended and Restated Memorandum and Articles of Association for 2009), the purpose of extending the date by which HL must complete a business combination, HL Parent will be obligated to return to its shareholders stockholders the amounts being held in the Trust Fund. Accordingly, the Company, on behalf of itself Company and its Affiliatesaffiliates, directors, officers, employees and representatives, and Xxxxxxx (collectively, the “Company Claimants”), hereby waives irrevocably waive all rights, title, interest interest, or claim of any kind against HL in or to collect from the Trust Fund and any monies in the Trust Fund notwithstanding any amounts that may be owed to them by HL the Parent, Merger Sub or Oregano LLC for any reason whatsoever, including but not limited to a breach of this Agreement by HL the Parent or any negotiations, agreements or understandings with HL the Parent, Merger Sub or Oregano LLC (whether in the past, present or future), and will not seek recourse against the Trust Fund or any Non-Recourse Person at any time for any reason whatsoever; provided that: . The Company agrees to indemnify, defend and hold harmless the Parent, Merger Sub, Oregano LLC and each Non-Recourse Person from any and all losses, claims or damages (aincluding, without limitation, attorney’s fees and expenses and costs of investigation) nothing herein shall serve to limit or prohibit arising from any breach of the Company’s right to pursue a claim against HL pursuant to foregoing provisions. This section will survive this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the Transactions. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLthe parties hereto.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company acknowledges that it has (a) they have read HLParent’s final prospectus dated June 27, 2018 (“Final Prospectus”) Prospectus and understands understand that HL Parent has established the Trust Fund for the benefit of HL’s public shareholders and that HL Parent may disburse monies from the Trust Fund only (a) to HL’s public shareholders in certain limited situations described in the event they elect to convert their shares into cash in accordance with HL’s Charter Documents and/or the liquidation of HL or Final Prospectus and (b) to HL after, or concurrently with, the consummation of if a business combination. The Company further acknowledges that, if the Transactions, or, upon termination of this Agreement, another business combination, are combination (as defined in Parent’s Charter Documents) is not consummated by July 2, 2020, or such later date as shall be the time period set forth in an amendment to HLParent’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete a business combinationCharter Documents, HL Parent will be obligated to return to its shareholders the holders of Parent Common Stock the amounts being held in the Trust Fund. Accordingly, the Company, on behalf of itself for themselves and its the Company Members and their respective directors, officers, employees, Representatives, Subsidiaries, Affiliates, and Associated Persons, hereby waives waive all rightsright, title, interest or claim of any kind against HL Parent to collect from the Trust Fund any monies that may be owed to them by HL Parent for any reason whatsoever, including but not limited to a breach of this Agreement by HL Parent or any negotiations, agreements or understandings with HL Parent (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (ax) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL Parent pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith with the Transactions, and (by) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HLParent’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall Fund and not execute any definitive agreement related distributed to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the TransactionsRedeeming Stockholders. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLParent.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company KW acknowledges that it has read HL’s Prospect's final prospectus dated June 27November 14, 2018 (“Final Prospectus”) 2007 and understands that HL Prospect has established the Trust Fund for the benefit of HL’s Prospect's public shareholders stockholders and that HL that, subject to the limited exceptions described therein, Prospect may disburse monies from the Trust Fund only (a) to HL’s Prospect's public shareholders stockholders in the event they elect to convert their shares into cash in accordance with HL’s Charter Documents Prospect's certificate of incorporation and/or the liquidation of HL Prospect or (b) to HL after, or concurrently with, the consummation of Prospect after it consummates a business combination. The Company KW further acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 2November 14, 20202009, or such later date as Prospect shall be set forth in an amendment to HL’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete a business combination, HL will be obligated to return to its shareholders public stockholders the amounts being held in the Trust Fund. Accordingly, the CompanyKW, on behalf of for itself and each of its AffiliatesSubsidiaries, hereby waives all rights, title, interest or claim of any kind against HL Prospect to collect from the Trust Fund any monies that may be owed to them by HL Prospect or KW for any reason whatsoeverreason, including but not limited to a breach of this Agreement by HL Prospect or any negotiations, agreements or understandings with HL Prospect (whether in the past, present or future), and will shall not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (a) nothing herein other than a breach by Prospect of Section 4.3 hereof. This paragraph shall serve to limit or prohibit the Company’s right to pursue a claim against HL pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with survive this Agreement and the Transactions. This paragraph will survive the termination of this Agreement for any reason and will shall not expire and will may not be altered in any way without the express written consent of HLProspect. Notwithstanding the foregoing, KW does not waive a claim for damages, not to exceed $10 million, against Prospect if such damages arise from Prospect's breach of Section 4.3 hereof.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, each of the Company Company, Holdco, and the Merger Subs acknowledges that it has read HLEdtechX’s final prospectus dated June 27October 5, 2018 (“Final Prospectus”) and understands that HL EdtechX has established the Trust Fund for the benefit of HLEdtechX’s public shareholders stockholders and that HL EdtechX may disburse monies from the Trust Fund only (a) to HLEdtechX’s public shareholders stockholders in the event they elect to convert their shares into cash in accordance with HLEdtechX’s Charter Documents and/or the liquidation of HL EdtechX or (b) to HL EdtechX after, or concurrently with, the consummation of a business combination. The Company Each of the Company, Holdco and the Merger Subs further acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 2April 10, 2020, or such later date as shall be set forth in an amendment to HLEdtechX’s Amended and Restated Memorandum and Articles of Association Charter Documents for the purpose of extending the date by which HL EdtechX must complete a business combination, HL EdtechX will be obligated to return to its shareholders stockholders the amounts being held in the Trust Fund. Accordingly, each of the Company, Holdco and the Merger Subs, on behalf of itself and its Affiliates, hereby waives all rights, title, interest or claim of any kind against HL EdtechX to collect from the Trust Fund any monies that may be owed to them by HL EdtechX for any reason whatsoever, including but not limited to a breach of this Agreement by HL EdtechX or any negotiations, agreements or understandings with HL EdtechX (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the Transactions. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HL.EdtechX.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company Company, on behalf of itself and each Acquired Company, acknowledges that it has read HLBuyer’s final prospectus dated June 27, 2018 (“Final Prospectus”) Prospectus and understands that HL the Buyer has established the Trust Fund for the benefit of HL’s public shareholders and that HL the Buyer may disburse monies from the Trust Fund only (a) to HL’s public shareholders in certain limited situations described in the event they elect to convert their shares into cash in accordance with HL’s Charter Documents and/or the liquidation of HL or (b) to HL after, or concurrently with, the consummation of a business combinationFinal Prospectus. The Company further acknowledges that, if the Contemplated Transactions, or, upon termination of this Agreement, another business combination, are not consummated by July 2, 2020, or such later date as shall be the time period set forth in an amendment to HLthe Buyer’s Amended and Restated Memorandum and Articles of Association for Organizational Documents, the purpose of extending the date by which HL must complete a business combination, HL Buyer will be obligated to return to its shareholders stockholders the amounts being held in the Trust Fund. Accordingly, the Company, on behalf of for itself and its members, equityholders, managers, managing members, directors, officers, employees, Representatives, Subsidiaries, and Affiliates, hereby waives all rightsright, title, interest or claim of any kind against HL the Buyer to collect from the Trust Fund any monies that may be owed to them it by HL the Buyer for any reason whatsoever, including but not limited to a breach of this Agreement by HL the Buyer or any negotiations, agreements or understandings with HL the Buyer (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided provided, that: (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL the Buyer pursuant to this Agreement for legal relief against monies or other assets of HL the Buyer held outside the Trust Fund or for specific performance or other equitable relief in connection herewith with the Contemplated Transactions and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HLthe Buyer’s assets or funds that are not held in the Trust Fund. Furthermore, HL the Buyer shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL has the purpose of preventing or prevents the Company from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HLthe Buyer’s obligation for damages in connection with this Agreement and the Contemplated Transactions. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLthe Company.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company PRWT and each Stockholder acknowledges that it has read HLKBL’s final prospectus dated June 27July 19, 2018 (“Final Prospectus”) 2007 and understands that HL KBL has established the Trust Fund for the benefit of HLKBL’s public shareholders stockholders and that HL KBL may disburse monies from the Trust Fund only (a) to HLKBL’s public shareholders stockholders in the event they elect to convert their shares into cash in accordance with HLKBL’s Charter Documents and/or the liquidation of HL KBL or (b) to HL KBL after, or concurrently with, the consummation of a business combination. The Company PRWT and each Stockholder further acknowledges acknowledge that, if the Transactionstransactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 219, 20202009, or such later date as shall be set forth in an amendment to HL’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete a business combination, HL KBL will be obligated to return to its shareholders stockholders the amounts being held in the Trust Fund. Accordingly, the CompanyPRWT, on behalf of for itself and its Affiliatessubsidiaries, affiliated entities, directors, officers, employees, stockholders, representatives, advisors and all other associates and affiliates, and each Stockholder, for his, her or itself, hereby waives waive all rights, title, interest or claim of any kind against HL KBL to collect from the Trust Fund any monies that may be owed to them by HL KBL for any reason whatsoever, including but not limited to a breach of this Agreement by HL KBL or any negotiations, agreements or understandings with HL KBL (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: . The foregoing waiver shall not apply if both (a) nothing herein shall serve KBL wrongfully fails or refuses to limit consummate the transactions contemplated by this Agreement or prohibit the Company’s right to pursue a claim against HL PRWT terminates this Agreement pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith Section 8.1(d), and (b) nothing herein shall serve to limit KBL consummates a merger or prohibit any claims that the Company may have in the future pursuant to this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such other business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the Transactionsanother entity. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLthe Committee, KBL, PRWT and each Stockholder.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company acknowledges and the Shareholder acknowledge that it has they have read HLPurchaser’s final prospectus dated June 27August 11, 2018 (“Final Prospectus”) 2008 and understands understand that HL Purchaser has established the Trust Fund for the benefit of HLPurchaser’s public shareholders stockholders and that HL Purchaser may disburse monies from the Trust Fund only (a) to HLPurchaser’s public shareholders stockholders in the event they elect to convert their shares into cash in accordance with HLPurchaser’s Charter Documents and/or the liquidation of HL Purchaser or (b) to HL after, or concurrently with, Purchaser in connection with and in furtherance of the consummation of a business combination. The Company and the Shareholder further acknowledges acknowledge that, if the Transactionstransactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 2February 11, 20202011, or such later date as shall be set forth in an amendment to HL’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete a business combination, HL Purchaser will be obligated to return to its shareholders stockholders the amounts being held in the Trust Fund. Accordingly, the CompanyCompany and the Shareholder, on behalf of itself for themselves and its their subsidiaries, directors, officers, employees, stockholders, representatives, advisors and all other associates and Affiliates, hereby waives waive all rights, title, interest or claim of any kind against HL Purchaser to collect from the Trust Fund any monies that may be owed to them by HL Purchaser for any reason whatsoever, including but not limited to a breach of this Agreement by HL Purchaser or any negotiations, agreements or understandings with HL Purchaser (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the Transactions. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLPurchaser, the Company and the Shareholder.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company Seller acknowledges and agrees that it has read HL’s final prospectus dated June 27, 2018 (“Final Prospectus”a) and understands that HL Purchaser has established the Trust Fund for the benefit of HL’s public shareholders and that HL Purchaser may disburse monies funds from the Trust Fund only (a) to HL’s public shareholders in certain limited situations described in the event they elect to convert their shares into cash in accordance with HL’s Charter Documents and/or the liquidation of HL or Final Prospectus, and (b) to HL after, or concurrently with, the consummation of if a “business combination. The Company further acknowledges that, if the Transactions, or, upon termination of this Agreement, another business combination, are ” (as defined in Purchaser’s Charter Documents) is not consummated by July 2, 2020, or such later date as shall be the time period set forth in an amendment to HLPurchaser’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete a business combinationCharter Documents, HL will Purchaser shall be obligated to return to its shareholders the holders of Common Stock the amounts being held in the Trust Fund. Accordingly, the CompanySeller, on behalf of for itself and its Affiliates, and their respective directors, officers, employees and agents, hereby waives all rightsright, title, interest or claim of any kind against HL Purchaser to collect from the Trust Fund any monies funds that may be owed to them by HL Purchaser for any reason whatsoever, including but not limited to a breach of this Agreement by HL Purchaser or any negotiations, agreements or understandings with HL Purchaser (whether in the past, present or future), and will shall not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (a) that nothing herein in this Section 8.13 shall serve to limit or prohibit the Company(i) Seller’s right to pursue a claim against HL Purchaser pursuant to this Agreement for legal relief against monies or other assets of HL any amounts held outside the Trust Fund or for specific performance or other equitable relief in connection herewith with the transactions contemplated in this Agreement, and (bii) nothing herein shall serve to limit or prohibit any claims that the Company Seller may have in the future pursuant to this Agreement against HLPurchaser’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall Fund and not execute any definitive agreement related distributed to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the TransactionsRedeeming Stockholders. This paragraph will Section 8.13 shall survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLAgreement.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company and each of the Shareholders acknowledges that it has read HLHarmony’s final prospectus dated June 27March 23, 2018 2015 (“Final Prospectus”) and understands that HL Harmony has established the Trust Fund for the benefit of HLHarmony’s public shareholders stockholders and that HL Harmony may disburse monies from the Trust Fund only (a) to HLHarmony’s public shareholders stockholders in the event they elect to convert their shares into cash in accordance with HLHarmony’s Charter Documents and/or the liquidation of HL or Harmony, (b) to HL Harmony to pay for its tax obligations or (c) to Harmony after, or concurrently with, the consummation of a business combination. The Company and each of the Shareholders further acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 2March 27, 20202017, or such later date as shall be set forth in an amendment to HLArticle 6(C) of Harmony’s Amended and Restated Memorandum and Articles Certificate of Association Incorporation for the purpose of extending the date by which HL Harmony must complete a business combination, HL Harmony will be obligated to return to its shareholders public stockholders the amounts being held in the Trust Fund. Accordingly, if and only if, the Closing does not occur: the Company, on behalf of for itself and its AffiliatesSubsidiaries, affiliated entities, directors, officers, employees, shareholders, representatives, advisors and all other associates and affiliates, and each of the Shareholders hereby waives waive all rights, title, interest or claim of any kind against HL Harmony to collect from the Trust Fund any monies that may be owed to them by HL Harmony for any reason whatsoever, including but not limited to a breach of this Agreement by HL Harmony or any negotiations, agreements or understandings with HL Harmony (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the Transactions. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HLHarmony and the Company.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, each of the Company and AWN acknowledges that it has read HLARWA’s final prospectus dated June 27April 30, 2018 (“Final Prospectus”) 2015 and understands that HL ARWA has established the Trust Fund for the benefit of HLARWA’s public shareholders and that HL ARWA may disburse monies from the Trust Fund only (a) to HLARWA’s public shareholders in the event they elect to convert their shares into cash in accordance with HLARWA’s Charter Documents and/or the liquidation of HL or ARWA, (b) to HL ARWA after, or concurrently with, the consummation of a business combination, (c) solely with respect to interest earned on the monies held in the Trust Fund, to ARWA to pay its income or other tax obligations and for its working capital requirements. The Each of the Company and AWN further acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 2November 6, 20202016, or such later date as shall be set forth unless extended in an amendment to HLaccordance with ARWA’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete a business combinationCharter Documents, HL ARWA will be obligated to return to its shareholders the amounts being held in the Trust Fund. Accordingly, the CompanyCompany and AWN, on behalf of itself for themselves and its Affiliatestheir respective Subsidiaries, affiliated entities, directors, officers, employees, shareholders, representatives, advisors and all other associates and affiliates, hereby waives waive all rights, title, interest or claim of any kind against HL ARWA to collect from the Trust Fund any monies that may be owed to them by HL ARWA for any reason whatsoever, including but not limited to a breach of this Agreement by HL ARWA or any negotiations, agreements or understandings with HL ARWA (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the Transactions. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the express written consent of HL.ARWA and the Company. NY:1824684.16