Common use of QIU Clause in Contracts

QIU. The QIU represents that it is qualified to act as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, the QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Units. In acting as a “qualified independent underwriter,” the QIU agrees that it undertakes the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof. If the foregoing is in accordance with your understanding please indicate your acceptance of this Agreement by signing in the space provided for that purpose below. Very truly yours, XXXX XX ACQUISITION IV CO. By: Name: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A hereto. XXXX CAPITAL PARTNERS, LLC By: Name: Title: XXXXX-XXXXXX CAPITAL GROUP LLC By: Name: Title: Accepted and agreed to as of the date first above written. EARLYBIRDCAPITAL, INC. By: Name: Title: SCHEDULE A Name Number of Firm Units to be Purchased Xxxx Capital Partners, LLC Xxxxx-Xxxxxx Capital Group LLC Total 10,000,000 SCHEDULE B Written Testing-the-Waters Communications Exhibit I Form of Target Business Letter Xxxx XX Acquisition IV Co. 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Ladies and Gentlemen: Reference is made to the Final Prospectus of Xxxx XX Acquisition IV Co. (the “Company”), dated ________, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $100,000,000, for the benefit of the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or upon an amendment to the Company’s Amended and Restated Certificate of Incorporation as described in the Prospectus, (ii) to the Company in limited amounts for its income and other tax obligations, (iii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iv) to the Company concurrently with, or after it consummates a Business Combination. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business Exhibit II Form of Vendor Letter Xxxx XX Acquisition IV Co. 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Ladies and Gentlemen: Reference is made to the Final Prospectus of Xxxx XX Acquisition IV Co. (the “Company”), dated ______, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $100,000,000, for the benefit of the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or upon an amendment to the Company’s Amended and Restated Certificate of Incorporation as described in the Prospectus, (ii) to the Company in limited amounts for its income and other tax obligations, (iii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iv) to the Company concurrently with, or after it consummates a Business Combination. For and in consideration of the Company agreeing to use the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor

QIU. The QIU represents that it is qualified to act as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, the QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Units. In acting as a “qualified independent underwriter,” the QIU agrees that it undertakes the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof. If the foregoing is in accordance with your understanding please indicate your acceptance of this Agreement by signing in the space provided for that purpose below. Very truly yours, XXXX XX ACQUISITION IV V CO. By: Name: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A hereto. XXXX CAPITAL PARTNERS, LLC By: Name: Title: XXXXX-XXXXXX CAPITAL GROUP LLC By: Name: Title: Accepted and agreed to as of the date first above written. EARLYBIRDCAPITAL, INC. _________________ [Qualified Independent Underwriter] By: Name: Title: SCHEDULE A Name Number of Firm Units to be Purchased Xxxx Capital Partners, LLC Xxxxx-Xxxxxx Capital Group LLC Total 10,000,000 SCHEDULE B Written Testing-the-Waters Communications Exhibit I Form of Target Business Letter Xxxx XX Acquisition IV V Co. 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Ladies and Gentlemen: Reference is made to the Final Prospectus of Xxxx XX Acquisition IV V Co. (the “Company”), dated _________, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $100,000,000, for the benefit of the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or upon an amendment to the Company’s Amended and Restated Certificate of Incorporation as described in the Prospectus, (ii) to the Company in limited amounts for its income and other tax obligations, (iii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iv) to the Company concurrently with, or after it consummates a Business Combination. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business Exhibit II Form of Vendor Letter Xxxx XX Acquisition IV V Co. 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Ladies and Gentlemen: Reference is made to the Final Prospectus of Xxxx XX Acquisition IV V Co. (the “Company”), dated _________, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $100,000,000, for the benefit of the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or upon an amendment to the Company’s Amended and Restated Certificate of Incorporation as described in the Prospectus, (ii) to the Company in limited amounts for its income and other tax obligations, (iii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iv) to the Company concurrently with, or after it consummates a Business Combination. For and in consideration of the Company agreeing to use the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor

QIU. The QIU represents that it is qualified to act as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, the QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Units. In acting as a “qualified independent underwriter,” the QIU agrees that it undertakes the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof. If the foregoing is in accordance with your understanding please indicate your acceptance of this Agreement by signing in the space provided for that purpose below. Very truly yours, XXXX RXXX XX ACQUISITION IV CO. By: Name: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A hereto. XXXX RXXX CAPITAL PARTNERS, LLC By: Name: Title: XXXXXCXXXX-XXXXXX CAPITAL GROUP LLC By: Name: Title: Accepted and agreed to as of the date first above written. EARLYBIRDCAPITAL, INC. By: Name: Title: SCHEDULE A Name Number of Firm Units to be Purchased Xxxx Rxxx Capital Partners, LLC XxxxxCxxxx-Xxxxxx Capital Group LLC Total 10,000,000 SCHEDULE B Written Testing-the-Waters Communications Exhibit I Form of Target Business Letter Xxxx Rxxx XX Acquisition IV Co. 000 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Ladies and Gentlemen: Reference is made to the Final Prospectus of Xxxx Rxxx XX Acquisition IV Co. (the “Company”), dated ________, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $100,000,000101,500,000, for the benefit of the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or upon an amendment to the Company’s Amended and Restated Certificate of Incorporation as described in the Prospectus, (ii) to the Company in limited amounts for its income and other tax obligations, (iii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iv) to the Company concurrently with, or after it consummates a Business Combination. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business Exhibit II Form of Vendor Letter Xxxx Rxxx XX Acquisition IV Co. 000 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Ladies and Gentlemen: Reference is made to the Final Prospectus of Xxxx Rxxx XX Acquisition IV Co. (the “Company”), dated ______, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $100,000,000101,500,000, for the benefit of the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or upon an amendment to the Company’s Amended and Restated Certificate of Incorporation as described in the Prospectus, (ii) to the Company in limited amounts for its income and other tax obligations, (iii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iv) to the Company concurrently with, or after it consummates a Business Combination. For and in consideration of the Company agreeing to use the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor

QIU. The QIU represents that it is qualified to act as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, the QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Units. In acting as a “qualified independent underwriter,” the QIU agrees that it undertakes the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof. If the foregoing is in accordance with your understanding please indicate your acceptance of this Agreement by signing in the space provided for that purpose below. Very truly yours, XXXX RXXX XX ACQUISITION IV CO. By: /s/ Bxxxx Xxxx Name: Bxxxx Xxxx Title: Co-Chief Executive Officer Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A hereto. XXXX RXXX CAPITAL PARTNERS, LLC By: /s/ Bxxxx Xxxx Name: Bxxxx Xxxx Title: XXXXXChairman & CEO CXXXX-XXXXXX CAPITAL GROUP LLC By: /s/ Rxxx Xxxxxxxx Name: Rxxx Xxxxxxxx Title: Managing Partner Accepted and agreed to as of the date first above written. EARLYBIRDCAPITAL, INC. By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Co-Head of Investment Banking, Senior Managing Director SCHEDULE A Name Number of Firm Units to be Purchased Xxxx Rxxx Capital Partners, LLC Xxxxx5,000,000 Cxxxx-Xxxxxx Capital Group LLC 5,000,000 Total 10,000,000 SCHEDULE B Written Testing-the-Waters Communications Exhibit I Form of Target Business Letter Xxxx Rxxx XX Acquisition IV Co. 000 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Ladies and Gentlemen: Reference is made to the Final Prospectus of Xxxx Rxxx XX Acquisition IV Co. (the “Company”), dated ________, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $100,000,000101,500,000, for the benefit of the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or upon an amendment to the Company’s Amended and Restated Certificate of Incorporation as described in the Prospectus, (ii) to the Company in limited amounts for its income and other tax obligations, (iii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iv) to the Company concurrently with, or after it consummates a Business Combination. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business Exhibit II Form of Vendor Letter Xxxx Rxxx XX Acquisition IV Co. 000 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Ladies and Gentlemen: Reference is made to the Final Prospectus of Xxxx Rxxx XX Acquisition IV Co. (the “Company”), dated ______, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $100,000,000101,500,000, for the benefit of the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or upon an amendment to the Company’s Amended and Restated Certificate of Incorporation as described in the Prospectus, (ii) to the Company in limited amounts for its income and other tax obligations, (iii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iv) to the Company concurrently with, or after it consummates a Business Combination. For and in consideration of the Company agreeing to use the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor

QIU. The QIU represents that it is qualified to act as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, the QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Units. In acting as a “qualified independent underwriter,” the QIU agrees that it undertakes the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof. If the foregoing is in accordance with your understanding please indicate your acceptance of this Agreement by signing in the space provided for that purpose below. Very truly yours, XXXX RXXX XX ACQUISITION IV V CO. By: /s/ Bxxxx Xxxx Name: Bxxxx Xxxx Title: Co-Chairman & Co-CEO Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A hereto. XXXX RXXX CAPITAL PARTNERS, LLC By: /s/ Bxxxx Xxxx Name: Bxxxx Xxxx Title: XXXXXChairman & CEO CXXXX-XXXXXX CAPITAL GROUP LLC By: /s/ Sxxxx Xxxx Name: Sxxxx Xxxx Title: CEO Accepted and agreed to as of the date first above written. EARLYBIRDCAPITAL, INC. MAXIM GROUP LLC By: /s/ Cxxxx Xxxxxx Name: Cxxxx Xxxxxx Title: Executive Managing Director of Investment Banking SCHEDULE A Name Number of Firm Units to be Purchased Xxxx Rxxx Capital Partners, LLC Xxxxx5,000,000 Cxxxx-Xxxxxx Capital Group LLC 5,000,000 Total 10,000,000 SCHEDULE B Written Testing-the-Waters Communications Exhibit I Form of Target Business Letter Xxxx Rxxx XX Acquisition IV V Co. 000 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Ladies and Gentlemen: Reference is made to the Final Prospectus of Xxxx Rxxx XX Acquisition IV V Co. (the “Company”), dated _________, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $100,000,000101,500,000, for the benefit of the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or upon an amendment to the Company’s Amended and Restated Certificate of Incorporation as described in the Prospectus, (ii) to the Company in limited amounts for its income and other tax obligations, (iii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iv) to the Company concurrently with, or after it consummates a Business Combination. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business Exhibit II Form of Vendor Letter Xxxx Rxxx XX Acquisition IV V Co. 000 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Ladies and Gentlemen: Reference is made to the Final Prospectus of Xxxx Rxxx XX Acquisition IV V Co. (the “Company”), dated _________, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $100,000,000101,500,000, for the benefit of the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or upon an amendment to the Company’s Amended and Restated Certificate of Incorporation as described in the Prospectus, (ii) to the Company in limited amounts for its income and other tax obligations, (iii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iv) to the Company concurrently with, or after it consummates a Business Combination. For and in consideration of the Company agreeing to use the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor

QIU. The QIU represents that it is qualified to act as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, the QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Units. In acting as a “qualified independent underwriter,” the QIU agrees that it undertakes the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof. If the foregoing is in accordance with your understanding please indicate your acceptance of this Agreement by signing in the space provided for that purpose below. Very truly yours, XXXX XX ACQUISITION IV V CO. By: Name: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A hereto. XXXX CAPITAL PARTNERS, LLC By: Name: Title: XXXXX-XXXXXX CAPITAL GROUP LLC By: Name: Title: Accepted and agreed to as of the date first above written. EARLYBIRDCAPITAL, INC. MAXIM GROUP LLC By: Name: Title: SCHEDULE A Name Number of Firm Units to be Purchased Xxxx Capital Partners, LLC Xxxxx-Xxxxxx Capital Group LLC Total 10,000,000 SCHEDULE B Written Testing-the-Waters Communications Exhibit I Form of Target Business Letter Xxxx XX Acquisition IV V Co. 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx XxxxxNewport Beach, XX 00000 CA 92660 Ladies and Gentlemen: Reference is made to the Final Prospectus of Xxxx XX Acquisition IV V Co. (the “Company”), dated _________, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $100,000,000101,500,000, for the benefit of the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or upon an amendment to the Company’s Amended and Restated Certificate of Incorporation as described in the Prospectus, (ii) to the Company in limited amounts for its income and other tax obligations, (iii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iv) to the Company concurrently with, or after it consummates a Business Combination. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business Exhibit II Form of Vendor Letter Xxxx XX Acquisition IV V Co. 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx XxxxxNewport Beach, XX 00000 CA 92660 Ladies and Gentlemen: Reference is made to the Final Prospectus of Xxxx XX Acquisition IV V Co. (the “Company”), dated _________, 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $100,000,000101,500,000, for the benefit of the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or upon an amendment to the Company’s Amended and Restated Certificate of Incorporation as described in the Prospectus, (ii) to the Company in limited amounts for its income and other tax obligations, (iii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iv) to the Company concurrently with, or after it consummates a Business Combination. For and in consideration of the Company agreeing to use the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor