Common use of Trust Account Waiver Clause in Contracts

Trust Account Waiver. Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of a Business Combination. Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any claim that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceeding.

Trust Account Waiver. Each of Notwithstanding anything to the Sellerscontrary set forth herein, the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants Subscriber acknowledges that it has had access to and has read Acquiror IPO Prospectus and had an adequate opportunity to review the publicly filed prospectus of Bridgetown 2, available at xxx.xxx.xxxxxx, xxx.xxx.xxx (the “Prospectus”) and understands that Acquiror Bridgetown 2 has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AcquirorBridgetown 2’s public shareholders (including the public shareholders of the overallotment shares acquired by AcquirorBridgetown 2’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror Bridgetown 2 may disburse monies from the Trust Account only: (ai) to the Public Shareholders with respect to Acquiror Share Redemptionsredemptions by the Public Shareholders, (bii) to the Public Shareholders if Acquiror Bridgetown 2 fails to consummate a Business Combination (as defined in the Prospectus) within 12 twenty-four (24) months after the closing of the IPO, subject to extension by an amendment to AcquirorBridgetown 2’s organizational documents, (ciii) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (div) to Acquiror Bridgetown 2 after or concurrently with the consummation of a Business CombinationCombination (as defined in the Prospectus). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber hereby agrees on behalf of itself and its Affiliates affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1)Subscription Agreement, none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or neither Subscriber nor any of their respective Affiliates do its affiliates does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any claim that arises as a result of, in connection with, or relating to to, this Subscription Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under this Subscription Agreement or any other Transaction Document (collectively, the “Released Claims”). Each ; provided, however, that Released Claims shall be deemed not to include the right of a Subscriber to make a claim as a Public Shareholder in respect of any Bridgetown 2 shares it may hold pursuant to subclauses (i) or (ii) of the Sellers, the Company, PubCo, Merger Sub and New SubCo, immediately preceding sentence. Subscriber on behalf of itself and its Affiliatesaffiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo that Subscriber or any of their respective Affiliates its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction DocumentSubscription Agreement). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by Acquiror Bridgetown 2 and its Affiliates affiliates to induce Acquiror Bridgetown 2 to enter into this Subscription Agreement and the other Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber and each of their respective Affiliates its affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber or any of their respective Affiliates its affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror Bridgetown 2 or its Representativesrepresentatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCoSubscriber’s and each of their respective Affiliatesits affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber or any of their respective Affiliates its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the SellersSubscriber or any of its affiliates commences any action or proceeding against Bridgetown 2, the Company, PubCo, Merger Sub and New SubCo any of its affiliates or any of their respective Affiliates commences any action or proceeding representatives based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror Bridgetown 2 and its Representativesrepresentatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub from Subscriber and New SubCo and their respective Affiliates its affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror Bridgetown 2 or its Representativesrepresentatives, as applicable, prevails in such action or proceeding.

Trust Account Waiver. Each The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated October 7, 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror assets consist of the Sellers, cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired ). The Company acknowledges that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror Share Redemptions, ; (b) to the Public Shareholders if Acquiror fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s organizational documents, public stockholders; and (c) with respect if Acquiror holds a shareholder vote to any interest earned on amend Acquiror’s amended and restated memorandum and articles of association to modify the amounts held in substance or timing of the Trust Account, amounts necessary obligation to pay for any taxes and up redeem 100% of Acquiror Common Shares if Acquiror fails to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of complete a Business CombinationCombination within the allotted time period, then for the redemption of any Acquiror Common Shares properly tendered in connection with such vote. Each For and in consideration of the SellersAcquiror entering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waives any right, title, interest or claim of any kind (in it has or may have in the future in or to any monies in the Trust Account and agrees it shall not have the right of setoff and that it shall not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo The Subscriber hereby represents and warrants that it has read Acquiror IPO the Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror Parent has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) IPO and the overallotment shares securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AcquirorParent’s public shareholders stockholders (including the public shareholders of the overallotment shares acquired by AcquirorParent’s underwriters, the “Public ShareholdersStockholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror Parent may disburse monies from the Trust Account only: (a) to the Public Shareholders Stockholders in the event they elect to redeem their Parent shares in connection with respect the consummation of Parent’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to Acquiror Share Redemptionsconsummate a Business Combination, (b) to the Public Shareholders Stockholders if Acquiror Parent fails to consummate a Business Combination within 12 fifteen (15) months after the closing of the IPO, subject to extension in accordance with or by an amendment to AcquirorParent’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses expenses, or (d) to Acquiror Parent after or concurrently with the consummation of a Business Combination. Each For and in consideration of the SellersParent entering into this Subscription Agreement, and for other good and valuable consideration, the Companyreceipt and sufficiency of which is hereby acknowledged, PubCo, Merger Sub and New SubCo the Subscriber hereby agrees on behalf of itself and its Affiliates affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1)Subscription Agreement, none of neither the Sellers, the Company, PubCo, Merger Sub and New SubCo or Subscriber nor any of their respective Affiliates its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any ), regardless of whether such claim that arises as a result of, in connection with, with or relating to in any way to, this Subscription Agreement or any proposed or actual business relationship between Parent or its Representatives, on the one hand, and the Subscriber or its Representatives, on the other Transaction Documenthand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, The Subscriber on behalf of itself and its Affiliates, affiliates hereby irrevocably waives any Released Claims Each of that the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber or any of their respective Affiliates its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with for any Released Claims reason whatsoever (including for an alleged breach of this Subscription Agreement or any other Transaction Documentagreement with Parent or its affiliates). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by Acquiror Parent and its Affiliates affiliates to induce Acquiror Parent to enter into the Transaction Documentsthis Subscription Agreement, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber and each of their respective Affiliates its affiliates under applicable Lawlaw. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber or any of their respective Affiliates its affiliates commences any action or proceeding based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to Parent or its Representatives, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror Parent or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCoSubscriber’s and each of their respective Affiliatesits affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber or any of their respective Affiliates its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber or any of their respective Affiliates its affiliates commences any action or proceeding based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public ShareholdersStockholders, whether in the form of money damages or injunctive relief or otherwiserelief, Acquiror Parent and its Representatives, as applicable, shall be entitled to recover Sellers, from the Company, PubCo, Merger Sub Subscriber and New SubCo and their respective Affiliates its affiliates the associated legal fees and costs in connection with any such action, action in the event Acquiror Parent or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding the foregoing, this Section 9 shall not affect any rights of Subscriber or its affiliates as a Public Stockholder to receive distributions from the Trust Account in its capacity as a Public Stockholder. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 9 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. Each The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated March 1, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror assets consist of the Sellers, cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account for the benefit of Acquiror, certain of its public shareholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired ). The Company acknowledges that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: ; (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate complete a Business Combination within 12 the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s public shareholders; and (iii) if Acquiror holds a shareholder vote to amend Acquiror’s amended and restated memorandum and articles of association (A) to modify the substance or timing of its obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of its public shares if it does not complete its initial Business Combination within 24 months after from the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, initial public offering or (cB) with respect to any interest earned on other provision relating to shareholders’ rights or pre-initial Business Combination activity, then for the amounts held redemption of any Acquiror Ordinary Shares properly tendered in the Trust Account, amounts necessary to pay for any taxes connection with such vote. For and up to $100,000 in dissolution expenses or (d) to consideration of Acquiror after or concurrently with the consummation of a Business Combination. Each of the Sellersentering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to any monies in the Trust Account and agrees not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated hereby (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for actual fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each The Company, HoldCo and Merger Sub 2 acknowledge that SPAC is a blank check company with the powers and privileges to effect a Business Combination. The Company, HoldCo and Merger Sub 2 further acknowledge that, as described in SPAC’s final prospectus dated March 10, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the Sellers, cash proceeds of SPAC’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account for the benefit of SPAC, certain of its public shareholders and the underwriters of SPAC’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders ). Each of the overallotment shares acquired Company, HoldCo and Merger Sub 2 acknowledges that it has been advised by Acquiror’s underwriters, the “Public Shareholders”), and SPAC that, except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if SPAC completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror SPAC fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in terms of the Trust AccountAgreement, to SPAC in limited amounts necessary to permit SPAC to pay for any taxes the costs and up expenses of its liquidation and dissolution, and then to $100,000 in dissolution expenses SPAC’s public shareholders and (iii) if SPAC holds a shareholder vote to amend SPAC’s amended and restated memorandum and articles of association to modify the substance or (d) timing of the obligation to Acquiror after or concurrently with the consummation redeem 100% of SPAC Ordinary Shares if SPAC fails to complete a Business CombinationCombination within the allotted time period, then for the redemption of any SPAC Ordinary Shares properly tendered in connection with such vote. Each For and in consideration of SPAC entering into this Agreement, the Sellersreceipt and sufficiency of which are hereby acknowledged, the Company, PubCo, HoldCo and Merger Sub and New SubCo 2 hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have irrevocably waive any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with SPAC; provided that (x) nothing herein shall serve to limit or prohibit the Company’s, HoldCo’s or Merger Sub 2’s right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to SPAC Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate SPAC Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company, HoldCo or Merger Sub 2 may have in the future against SPAC’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceeding.funds). 133

Trust Account Waiver. Reference is made to the final prospectus of Buyer, filed with the SEC (File No. 333-216409) (the “Prospectus”), and dated as of March 23, 2017. Each of the SellersContributor, the Company, PubCo, Merger Sub Contributor Owners and New SubCo hereby represents and warrants the Alta Mesa Parties acknowledges that it has read Acquiror IPO the Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror Buyer has established a trust account (the “Trust Account”) Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) initially in an amount of approximately $1,035.0 million for the benefit of AcquirorBuyer’s public shareholders stockholders and certain parties (including the public shareholders underwriters of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), IPO) and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror that Buyer may disburse monies from the Trust Account only: (a) to Buyer’s public stockholders in the Public Shareholders with respect event they elect to Acquiror Share Redemptionsexercise their Buyer Stockholder Redemption Right, (b) to the Public Shareholders Buyer’s public stockholders if Acquiror Buyer fails to consummate a Business Combination within 12 twenty-four (24) months after from the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) to pay any income taxes with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses Account or (d) to Acquiror Buyer after or concurrently with the consummation of a Business Combination. Each For and in consideration of Buyer entering into this Agreement with the Contributor, the Contributor Owners and the Alta Mesa Parties regarding the Transactions, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the SellersContributor, the Company, PubCo, Merger Sub Contributor Owners and New SubCo the Alta Mesa Parties hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything any provision of this Agreement to the contrary in this Agreement (other than in Section 9.1)contrary, none of the Sellers, the Company, PubCo, Merger Sub it does not now and New SubCo or any of their respective Affiliates do now or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against against, the Trust Account (including any distributions therefrom) in connection with any Account, regardless of whether such claim that arises as a result of, in connection with, with or relating to in any way to, any proposed or actual business relationship between Buyer, the Contributor, any of the Contributor Owners or the Alta Mesa Parties, this Agreement or any other Transaction Documentmatter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”)liability. Each of the SellersContributor, the Company, PubCo, Merger Sub Contributor Owners and New SubCo, on behalf of itself and its Affiliates, the Alta Mesa Parties hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates such claims it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Buyer and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with for any Released Claims reason whatsoever (including for an alleged breach of this Agreement or any other Transaction DocumentAgreement). Each of the SellersContributor, the Company, PubCo, Merger Sub Contributor Owners and New SubCo the Alta Mesa Parties agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates Buyer to induce Acquiror it to enter into the Transaction Documentsin this Agreement, and each of the SellersContributor, the Company, PubCo, Merger Sub Contributor Owners and New SubCo the Alta Mesa Parties further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent any Contributor, any of the Sellers, the Company, PubCo, Merger Sub and New SubCo Contributor Owners or any of their respective Affiliates Alta Mesa Party commences any action or proceeding based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to Buyer, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the SellersBuyer, the CompanyContributor, PubCo, Merger Sub and New SubCo such Contributor Owner or such Alta Mesa Party hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the SellersContributor, the Company, PubCo, Merger Sub and New SubCo such Contributor Owner or any of their respective Affiliates such Alta Mesa Party (or any person party claiming on any of their behalves or in lieu of any of themsuch Person’s behalf) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein; provided that (i) nothing herein shall serve to limit or prohibit the Contributor, the Contributor Owners’ or the Alta Mesa Entities’ right to pursue a claim against Buyer for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, and (ii) nothing herein shall serve to limit or prohibit any claims that the Contributor, the Contributor Owners or the Alta Mesa Entities may have in the future against Buyer’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds). In the event any Contributor, any of the Sellers, the Company, PubCo, Merger Sub and New SubCo Contributor Owners or any Alta Mesa Party or any of their respective Affiliates commences any action or proceeding based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to Buyer, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders), whether in the form of money damages or injunctive relief or otherwiserelief, Acquiror and its Representatives, as applicable, Buyer shall be entitled to recover Sellersfrom the Contributor and such Contributor Owner or such Alta Mesa Party, the Companyas applicable, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, Buyer prevails in such action or proceedingProceeding.

Trust Account Waiver. Each 9.1 The Subscriber acknowledges that SPAC is a blank check company with the powers and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as described in the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the Sellers, the Company, PubCo, Merger Sub cash proceeds of SPAC’s initial public offering and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxxprivate placements of its securities, and understands that Acquiror has established substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s SPAC, its public shareholders (including and the underwriters of SPAC’s initial public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders offering. Except with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts funds held in the Trust Account that may be released to SPAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of PubCo and SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, or any claim of any kind they have or may have in the future, in or to any monies held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of a Business Combination. Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or not make any claim against the Trust Account (including any distributions therefrom) Account, in connection with any each case, to the extent such claim that arises as a result of, in connection with, with or relating in any way to this Subscription Agreement or any other Transaction Documentmatter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under (any Transaction Document (collectively, and all such claims are collectively referred to hereafter as the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby (ii) irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates that it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with PubCo or SPAC, and (iii) will not seek recourse against the Trust Account (including for any distributions therefrom) in connection with reason whatsoever. The Subscriber agrees not to seek recourse or make or bring any Released Claims (including for an alleged breach action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscription Shares regardless of this Agreement whether such claim arises based on contract, tort, equity or any other Transaction Document)theory of legal liability. Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby The Subscriber acknowledges and agrees that each such Sellersit shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside any subsequent liquidation of the Trust Account and that such claim shall not permit the SellersAccount, the Company, PubCo, Merger Sub and New SubCo SPAC or any of their respective Affiliates (PubCo or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinotherwise. In the event the SellersSubscriber has any claim against PubCo or SPAC as a result of, or arising out of, this Subscription Agreement, the Companytransactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, Merger Sub SPAC and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief assets outside the Trust Account and not against the Trust Account (including or any distributions therefrom) monies or the Public Shareholders, whether other assets in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingTrust Account.

Trust Account Waiver. Each Subscriber acknowledges that MBSC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving MBSC and one or more businesses or assets. Subscriber further acknowledges that, as described in MBSC’s prospectus relating to its initial public offering dated October 25, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of MBSC’s assets consist of the Sellers, the Company, PubCo, Merger Sub cash proceeds of MBSC’s initial public offering and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxxprivate placements of its securities, and understands that Acquiror has established substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AcquirorMBSC, its public stockholders and the underwriters of MBSC’s initial public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and that, except as otherwise described offering. The cash in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to may be disbursed only for the Public Shareholders purposes set forth in the Prospectus, including with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the funds held in the Trust Account that may be released to MBSC to fund working capital requirements, as well as amounts released to MBSC to pay its franchise and income tax obligations, if any. For and in consideration of MBSC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future arising out of this Subscription Agreement, in or to any monies held in the Trust Account, amounts necessary and agrees not to pay for seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement. Subscriber acknowledges and agrees that it shall not have any taxes redemption rights with respect to the Acquired Securities (or the Underlying Shares) pursuant to MBSC’s amended and up to $100,000 restated certificate of incorporation in dissolution expenses or (d) to Acquiror after or concurrently connection with the consummation of a Business Combination. Each Transactions, any subsequent liquidation of the SellersTrust Account or MBSC or otherwise. In the event Subscriber has any claim against MBSC as a result of, or arising out of, this Subscription Agreement, the Companytransactions contemplated hereby or the Acquired Securities (or the Underlying Shares), PubCo, Merger Sub and New SubCo hereby agrees on behalf of itself it shall pursue such claim solely against MBSC and its Affiliates that, notwithstanding assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account. Notwithstanding anything else in this Section 8 to the contrary in this Agreement (other than in Section 9.1)contrary, none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or nothing herein shall at any time hereafter have any be deemed to limit Subscriber’s right, title, interest or claim of any kind in or to any monies in the Trust Account by virtue of Subscriber’s record or distributions therefrom, or make beneficial ownership of Common Shares acquired by any claim against the Trust Account (including any distributions therefrom) in connection with any claim that arises as a result of, in connection with, or relating means other than pursuant to this Agreement or Subscription Agreement, including but not limited to any other Transaction Document, regardless redemption right with respect to any such securities of whether such claim arises based on contract, tort, equity or MBSC. This Section 8 shall survive any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each termination of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingSubscription Agreement.

Trust Account Waiver. Each of Notwithstanding anything to the Sellerscontrary set forth herein, the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants Stockholder acknowledges that it has read Acquiror IPO the Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror Ackrell has established a trust account (the “Trust Account”) Account containing the proceeds of its initial public offering (the “IPO”) IPO and the overallotment shares units acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) thereon for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”)Stockholders, and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror Ackrell may disburse monies from the Trust Account only: (a) to the Public Shareholders Stockholders in the event they elect to redeem their subunits pursuant to the IPO in connection with respect to Acquiror Share Redemptionsthe consummation of Ackrell’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”), (b) to the Public Shareholders Stockholders if Acquiror Ackrell fails to consummate a Business Combination within 12 twelve (12) months after the closing of the IPO, subject to extension by an amendment to AcquirorAckrell’s organizational documentsboard of directors, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay for any taxes and up to $100,000 in dissolution expenses Taxes, or (d) to Acquiror Ackrell after or concurrently with the consummation of a Business Combination. Each For and in consideration of the SellersCompany entering into this Agreement, and for other good and valuable consideration, the Companyreceipt and sufficiency of which is hereby acknowledged, PubCo, Merger Sub and New SubCo the Stockholder hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1)Agreement, none of neither the Sellers, the Company, PubCo, Merger Sub and New SubCo or Stockholder nor any of their respective its Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any ), regardless of whether such claim that arises as a result of, in connection with, with or relating to in any way to, this Agreement or other Transaction Documents or any proposed or actual business relationship between the Company and Ackrell or their respective Representatives, on the one hand, and the Stockholder or its Representatives, on the other hand, or any other Transaction Documentmatter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under (any Transaction Document (collectively, and all such claims are collectively referred to hereafter as the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, The Stockholder on behalf of itself and its Affiliates, Affiliates hereby irrevocably waives any Released Claims Each of that the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder or any of their respective its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations or Contracts with Ackrell or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with for any Released Claims reason whatsoever (including for an alleged breach of this Agreement or any other Transaction Documentagreement with Ackrell or its Affiliates). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo The Stockholder agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror the Company and its Affiliates to induce Acquiror the Company to enter into the Transaction Documentsin this Agreement, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder and each of their respective its Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder or any of their respective its Affiliates commences any action or proceeding based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to Ackrell or its Representatives, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror Ackrell or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCoStockholder’s and each of their respective its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder or any of their respective its Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder or any of their respective its Affiliates commences any action or proceeding based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to Ackrell or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public ShareholdersStockholders, whether in the form of money damages or injunctive relief or otherwiserelief, Acquiror Ackrell and its Representatives, as applicable, shall be entitled to recover Sellers, from the Company, PubCo, Merger Sub Stockholder and New SubCo and their respective its Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror Ackrell or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Trust Account Waiver. Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber hereby represents and warrants that it has read Acquiror the IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) IPO and the overallotment shares securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquirorthe Company’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquirorthe Company’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror the Company may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their Company shares in connection with respect the consummation of the Company’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to Acquiror Share Redemptionsconsummate a Business Combination, (b) to the Public Shareholders if Acquiror the Company fails to consummate a Business Combination within 12 24 months after the closing of the IPO, which has since been extended to July 1, 2024, and is subject to further extension by an amendment to Acquirorthe Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses expenses, or (d) to Acquiror the Company after or concurrently with the consummation of a Business Combination. Each For and in consideration of the SellersCompany entering into this Subscription Agreement, and for other good and valuable consideration, the Companyreceipt and sufficiency of which is hereby acknowledged, PubCo, Merger Sub and New SubCo Subscriber hereby agrees on behalf of itself and its Affiliates affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1)Subscription Agreement, none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or neither Subscriber nor any of their respective Affiliates its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any ), regardless of whether such claim that arises as a result of, in connection with, with or relating to in any way to, this Subscription Agreement or any other Transaction Documentmatter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under liability, and Subscriber further waives its right to any Transaction Document distributions from the Trust Account with respect to the Shares in the event of the Company’s liquidation (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, Subscriber on behalf of itself and its Affiliates, affiliates hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo that Subscriber or any of their respective Affiliates its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with for any Released Claims reason whatsoever (including for an alleged breach of this Subscription Agreement or any other Transaction Documentagreement with the Company or its affiliates). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by Acquiror the Company and its Affiliates affiliates to induce Acquiror the Company to enter into the Transaction Documentsin this Subscription Agreement, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber and each of their respective Affiliates its affiliates under applicable Lawlaw. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber or any of their respective Affiliates its affiliates commences any action or proceeding based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to the Company or its Representatives, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror the Company or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCoSubscriber’s and each of their respective Affiliatesits affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber or any of their respective Affiliates its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber or any of their respective Affiliates its affiliates commences any action or proceeding based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwiserelief, Acquiror the Company and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub from Subscriber and New SubCo and their respective Affiliates its affiliates the associated legal fees and costs in connection with any such action, action in the event Acquiror the Company or its Representatives, as applicable, prevails in such action or proceeding. Subscriber further agrees not to redeem any Shares (excluding, for the avoidance of doubt, any Company Class A Shares purchased by Subscriber in the open market). Notwithstanding the foregoing, this Section 8 shall not affect any rights of Subscriber or its affiliates to receive distributions from the Trust Account in their capacities as Public Shareholders with respect to Company Class A Shares other than the Shares upon the redemption of their shares or the liquidation of the Company if it does not consummate a Business Combination prior to its deadline to do so. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 8 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. Reference is made to the final prospectus of SPAC, filed with the SEC (File No. 333-239149) on July 15, 2020 (the “SPAC Prospectus”). Each of the SellersCompany Parties acknowledges, the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, agrees and understands that Acquiror SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AcquirorSPAC’s public shareholders stockholders (including the public shareholders of the overallotment shares acquired by AcquirorSPAC’s underwriters, the “Public ShareholdersStockholders”), and that, except as otherwise described in the Acquiror IPO SPAC Prospectus, Acquiror SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders Stockholders in the event they elect to redeem their SPAC Shares in connection with respect the consummation of SPAC’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to Acquiror Share Redemptionsconsummate a Business Combination, (b) to the Public Shareholders Stockholders if Acquiror SPAC fails to consummate a Business Combination within 12 eighteen (18) months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay for any taxes franchise and up to $100,000 in dissolution expenses income taxes, or (d) to Acquiror SPAC after or concurrently with the consummation of a Business Combination. Each For and in consideration of the SellersSPAC entering into this Agreement, and for other good and valuable consideration, the Companyreceipt and sufficiency of which is hereby acknowledged, PubCo, Merger Sub and New SubCo the Company hereby agrees on behalf of itself itself, its shareholders, and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or its shareholders nor any of their respective its Affiliates do does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any ), regardless of whether such claim that arises as a result of, in connection with, with or relating to in any way to, this Agreement or any proposed or actual business relationship between SPAC or any of its Representatives, on the one hand, and the Company or any of its Representatives or Affiliates, on the other Transaction Documenthand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under (any Transaction Document (collectively, and all such claims are collectively referred to hereafter as the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, Company Party on behalf of itself itself, its shareholders and its Affiliates, Affiliates hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo that it or any of their respective its Representatives or Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with for any Released Claims reason whatsoever (including for an alleged breach of this Agreement any agreement with SPAC or any other Transaction Documentits Affiliates). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceeding.* * * * * *

Trust Account Waiver. Each The Company and each Acquisition Entity acknowledge that, as described in the final prospectus of SPAC, dated September 13, 2021 and filed with the SEC on September 14, 2021 (File No: 333-258038) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the Sellers, cash proceeds of the Company, PubCo, Merger Sub IPO and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxxprivate placements of its securities occurring simultaneously with the IPO, and understands that Acquiror has established substantially all of those proceeds (including overallotment securities acquired by SPAC’s underwriters) have been deposited in a trust account (the “Trust Account”) containing for the proceeds benefit of its initial SPAC’s public offering stockholders (the “IPO”) and the including overallotment shares acquired by its the underwriters and from certain private placements occurring simultaneously with the IPO of SPAC) (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public ShareholdersStockholders”), . The Company and each Acquisition Entity understands and acknowledges that, except as otherwise described with respect to interest earned on the funds held in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: that may be released to SPAC to pay its Taxes (aand up to $50,000 in dissolution expenses), cash in the Trust Account may be disbursed only (i) to the Public Shareholders Stockholders that elect to redeem their SPAC Common Stock if SPAC completes a transaction which constitutes a Business Combination or in connection with respect an extension of the deadline to Acquiror Share Redemptions, consummate a Business Combination; (bii) to the Public Shareholders Stockholders if Acquiror SPAC fails to consummate complete a Business Combination within 12 twelve (12) months after the closing of the IPO, subject to extension IPO (as such date may be extended by an amendment to Acquiror’s organizational documents, the SPAC Governing Documents with the consent of the SPAC Stockholders); and (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (diii) to Acquiror SPAC after or concurrently with the consummation of a Business Combination. Each For and in consideration of SPAC entering into this Agreement and for other good and valuable consideration, the Sellersreceipt and sufficiency of which are hereby acknowledged, the Company, PubCo, Merger Sub and New SubCo hereby agrees on behalf of itself and its Affiliates Affiliates, and each Acquisition Entity hereby agrees that, notwithstanding anything to the contrary contained in this Agreement (other than in Section 9.1)Agreement, none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or neither it nor any of their respective its Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any ), regardless of whether such claim that arises as a result of, in connection withwith or relating in any way to this Agreement, or relating to this Agreement any proposed or actual business relationship between SPAC or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, or any other Transaction Documentmatter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under (any Transaction Document (collectively, and all such claims are collectively referred to hereafter as the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, The Company on behalf of itself and its Affiliates, Affiliates hereby irrevocably waives any Released Claims Each of that the Sellers, the Company, PubCo, Merger Sub and New SubCo Company or any of their respective its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with for any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document)reason whatsoever. Each of the Sellers, the Company, PubCo, Merger Sub The Company acknowledges and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror SPAC and its Affiliates to induce Acquiror SPAC to enter into the Transaction Documentsthis Agreement, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Company further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo Company and each of their respective its Affiliates under applicable Law. To the extent that the Sellers, the Company, PubCo, Merger Sub and New SubCo Company or any of their respective its Affiliates commences any action or proceeding Action based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to SPAC or its Representatives, which action or proceeding Action seeks, in whole or in part, monetary relief against Acquiror SPAC or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Company hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo Company or any of their respective its Affiliates (or any person Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In This Section 11.1 will survive any termination of this Agreement for any reason and continue indefinitely. Notwithstanding the event foregoing, (x) nothing herein shall prohibit the SellersCaravelle Companies’ right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Trust Account (other than distributions therefrom directly or indirectly to the Public Stockholders), the Company, PubCo, Merger Sub and New SubCo for specific performance or any of their respective Affiliates commences any action or proceeding based upon, other equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Share Redemptions) to SPAC in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect SPAC’s ability to fulfill its obligations to effectuate the SPAC Share Redemptions and (y) nothing herein shall serve to limit or relating to prohibit any Released Claim, which proceeding seeks, claims that the Caravelle Companies may have in whole the future against SPAC’s assets or funds that are not held in part, relief against the Trust Account (including any distributions therefrom) funds that have been released from the Trust Account and any assets that have been purchased or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such actionfunds, in but excluding distributions from the event Acquiror Trust Account directly or its Representatives, as applicable, prevails in such action or proceedingindirectly to the Public Stockholders).

Trust Account Waiver. Each The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in its final prospectus filed with the SEC (File No. 333-255292) (the “Prospectus”), substantially all of Acquiror assets consist of the Sellers, the Company, PubCo, Merger Sub cash proceeds of Acquiror’s initial public offering and New SubCo hereby represents private placements of its securities and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established substantially all of those proceeds have been deposited in a trust account for the benefit of Acquiror, certain of its public shareholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired ). The Company acknowledges that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its income Tax, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: ; (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s organizational documents, public shareholders; and (ciii) with respect if Acquiror holds a shareholder vote to any interest earned on amend Acquiror’s amended and restated memorandum and articles of association to modify the amounts held in substance or timing of the Trust Account, amounts necessary obligation to pay for any taxes and up redeem 100% of the shares of Acquiror Common Stock if Acquiror fails to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of complete a Business CombinationCombination within the allotted time period, then for the redemption of any shares of Acquiror Common Stock properly tendered in connection with such vote. Each For and in consideration of the SellersAcquiror entering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to any monies in the Trust Account and agrees not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo The Subscriber hereby represents and warrants that it has read Acquiror IPO the Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror ITAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) IPO and the overallotment shares securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AcquirorITAC’s public shareholders stockholders (including the public shareholders of the overallotment shares acquired by AcquirorITAC’s underwriters, the “Public ShareholdersStockholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror ITAC may disburse monies from the Trust Account only: (a) to the Public Shareholders Stockholders in the event they elect to redeem their ITAC shares in connection with respect the consummation of ITAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to Acquiror Share Redemptionsconsummate a Business Combination, (b) to the Public Shareholders Stockholders if Acquiror ITAC fails to consummate a Business Combination within 12 fifteen (15) months after the closing of the IPOIPO (or up to twenty-one (21) months from the closing of the IPO if ITAC in accordance with the requirements of the Prospectus extends its deadline to consummate a Business Combination), subject to extension by an amendment to AcquirorITAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay for any franchise or income taxes (and up to $100,000 50,000 in dissolution expenses expenses), or (d) to Acquiror ITAC after or concurrently with the consummation of a Business Combination. Each For and in consideration of the SellersITAC entering into this Subscription Agreement, and for other good and valuable consideration, the Companyreceipt and sufficiency of which is hereby acknowledged, PubCo, Merger Sub and New SubCo the Subscriber hereby agrees on behalf of itself and its Affiliates affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1)Subscription Agreement, none of neither the Sellers, the Company, PubCo, Merger Sub and New SubCo or Subscriber nor any of their respective Affiliates its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefromtherefrom directly or indirectly to Public Stockholders (“Public Distributions”), or make any claim against the Trust Account (including any distributions therefrom) in connection with any or Public Distributions, regardless of whether such claim that arises as a result of, in connection with, with or relating to in any way to, this Subscription Agreement or any other Transaction Documentmatter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, The Subscriber on behalf of itself and its Affiliates, affiliates hereby irrevocably waives any Released Claims Each of that the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber or any of their respective Affiliates its affiliates may have against the Trust Account (including any distributions therefrom) or Public Distributions now or in the future and will not seek recourse against the Trust Account (including or Public Distributions for any distributions therefrom) in connection with any Released Claims reason whatsoever (including for an alleged breach of this Agreement or any other Transaction DocumentSubscription Agreement). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by Acquiror ITAC and its Affiliates affiliates to induce Acquiror ITAC to enter into the Transaction Documentsin this Subscription Agreement, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber and each of their respective Affiliates its affiliates under applicable Lawlaw. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber or any of their respective Affiliates its affiliates commences any action or proceeding based upon, in connection with or with, relating to or arising out of any Released ClaimClaims, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror ITAC or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCoSubscriber’s and each of their respective Affiliatesits affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber or any of their respective Affiliates its affiliates (or any person claiming on any of their behalves behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or Public Distributions or any amounts contained therein. In Notwithstanding the event foregoing, this Section 9, shall not (x) serve to limit or prohibit the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber’s right to pursue a claim against ITAC or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, ARBE for legal relief against assets held outside the Trust Account (other than Public Distributions), for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that the Subscriber may have in the future against ITAC’s or ARBE’s assets or funds that are not held in the Trust Account (including any distributions therefrom) funds that have been released from the Trust Account and any assets that have been purchased or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such actionfunds), in the event Acquiror excluding Public Distributions, or (z) affect any rights of Subscriber or its affiliates as a Public Stockholder to receive distributions from the Trust Account in its capacity as a Public Stockholder. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, as applicableofficers, prevails in such action or proceedingemployees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Each of the Sellers, the Company, PubCo, Merger PubCo and Amalgamation Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus the final prospectus of Acquiror, dated as of January 25, 2021 and filed with the SEC (File No. 333-251860) on January 27, 2001 (the “Prospectus”) available at xxx.xxx.xxxxxxxxx.xxx.xxx, and understands that Acquiror has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate a Business Combination within 12 twenty-four (24) months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of a Business Combination. Each of the Sellers, the Company, PubCo, Merger PubCo and Amalgamation Sub and New SubCo hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellers, the Company, PubCo, Merger Amalgamation Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any claim that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub PubCo and New SubCoAmalgamation Sub, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, that the Company, PubCo, Merger Amalgamation Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger PubCo and Amalgamation Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger PubCo and Amalgamation Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Amalgamation Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Amalgamation Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger and Amalgamation Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Amalgamation Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Amalgamation Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Amalgamation Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, from the Company, PubCo, Merger Amalgamation Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceeding.

Trust Account Waiver. Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo The Subscriber hereby represents and warrants that it has read Acquiror IPO the SPAC Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquirorthe Company’s public shareholders stockholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public ShareholdersStockholders”), and that, except as otherwise described in the Acquiror IPO SPAC Prospectus, Acquiror the Company may disburse monies from the Trust Account only: (a) to the Public Shareholders Stockholders in the event they elect to redeem their Company shares in connection with respect the consummation of the Company’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to Acquiror Share Redemptionsconsummate a Business Combination, (b) to the Public Shareholders Stockholders if Acquiror the Company fails to consummate a Business Combination within 12 24 months after the closing of the IPO, subject to extension IPO (as such date may be extended by an amendment to Acquirorthe Company’s organizational documents), (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses expenses, or (d) to Acquiror the Company after or concurrently with the consummation of a Business Combination. Each For and in consideration of the SellersCompany entering into this Subscription Agreement, and for other good and valuable consideration, the Companyreceipt and sufficiency of which is hereby acknowledged, PubCo, Merger Sub and New SubCo the Subscriber hereby agrees on behalf of itself and its Affiliates that, that notwithstanding anything to the contrary contained in this Agreement (other than in Section 9.1)Subscription Agreement, none of the Sellers, the Company, PubCo, Merger Sub Subscriber does not now and New SubCo or any of their respective Affiliates do now or shall not at any time hereafter have have, and waives any and all right, titletitle and interest, interest or claim any claims of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, in or to any monies held in the Trust Account (or any distributions therefromtherefrom directly or indirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account (including any distributions therefrom) in connection with any claim that arises or Public Distributions as a result of, in connection withor arising out of, this Subscription Agreement, the transactions contemplated hereby or relating to this Agreement or any other Transaction Documentthe Subscriber Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Lawliability. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates Subscriber commences any action or proceeding based upon, in connection with with, as a result of or relating to any Released Claimarising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror the Company or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCoSubscriber’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates Subscriber (or any person claiming on any of their behalves his behalf or in lieu of any of themit) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In Notwithstanding anything else in this Section 6 to the event contrary, nothing herein shall (x) serve to limit or prohibit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating Subscriber’s right to any Released Claim, which proceeding seeks, in whole or in part, pursue a claim against Company for legal relief against assets held outside the Trust Account, (y) serve to limit or prohibit any claims that the Subscriber may have in the future against Company’s assets or funds that are not held in the Trust Account (including any distributions therefrom) or funds that have been released from the Public ShareholdersTrust Account to the Company (excluding, whether in for the form avoidance of money damages or injunctive relief or otherwisedoubt, Acquiror and its Representatives, as applicable, shall be entitled funds released to recover Sellers, redeeming stockholders of the Company, PubCo, Merger Sub ) and New SubCo and their respective Affiliates the associated legal fees and costs in connection any assets that have been purchased or acquired with any such actionfunds), in or (z) be deemed to limit the event Acquiror Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Class D Common Stock acquired by any means other than pursuant to this Subscription Agreement, including to any redemption right with respect to any such securities of the Company. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its Representativesand its affiliate’s respective directors, as applicableofficers, prevails in such action or proceedingemployees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Each of the Sellers, Group Companies and the Company, PubCo, Merger Sub and New SubCo Shareholders hereby represents and warrants that it has read Acquiror SPAC IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AcquirorSPAC’s public shareholders (including the public shareholders of the overallotment shares acquired by AcquirorSPAC’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Acquiror SPAC IPO Prospectus, Acquiror SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror SPAC Share Redemptions, (b) to the Public Shareholders if Acquiror SPAC fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by an amendment to AcquirorSPAC’s organizational documentsGoverning Documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 50,000 in dissolution expenses or (d) to Acquiror SPAC after or concurrently with the consummation of a Business Combination. Each of the Sellers, Group Companies and the Company, PubCo, Merger Sub and New SubCo Shareholders hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.19.1 and this Section 13.1), none of the Sellers, Group Companies and the Company, PubCo, Merger Sub and New SubCo Shareholders or any of their respective Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any claim that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”), provided that nothing herein shall serve to limit or prohibit the right of the Group Companies and the Shareholders to pursue a claim against SPAC for specific performance or other equitable relief in connection with the consummation of the transactions contemplated hereby and cause the disbursement of the balance of the cash remaining in the Trust Account to PubCo in accordance with the terms of this Agreement and the Trust Agreement or for fraud (after giving effect to the exercise of the SPAC Shareholder’s right to elect SPAC Share Redemption). Each of the Sellers, Group Companies and the Company, PubCo, Merger Sub and New SubCoShareholders, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each each of the Sellers, Group Companies and the Company, PubCo, Merger Sub and New SubCo Shareholders or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, Group Companies and the Company, PubCo, Merger Sub and New SubCo Shareholders agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror SPAC and its Affiliates to induce Acquiror SPAC to enter into the Transaction Documents, and each of the Sellers, Group Companies and the Company, PubCo, Merger Sub and New SubCo Shareholders further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo such Group Company or Shareholder and each of their respective Affiliates under applicable Law. To the extent any of the Sellers, Group Companies or the Company, PubCo, Merger Sub and New SubCo Shareholders or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror SPAC or its Representatives, each of the Sellers, Group Companies and the Company, PubCo, Merger Sub and New SubCo Shareholders hereby acknowledges and agrees that each the remedy of such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each Group Company or Seller or any of their respective Affiliates’ sole remedy its Affiliates shall be against funds held outside of the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo such Group Company or Shareholder or any of their respective its Affiliates (or any person Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event any of the Sellers, Group Companies or the Company, PubCo, Merger Sub and New SubCo Shareholders or any of their respective its Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror SPAC and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective from such Group Company or Shareholder or any of its Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror SPAC or its Representatives, as applicable, prevails in such action or proceeding.

Trust Account Waiver. Reference is made to the final prospectus of SPAC, filed with the SEC (File No. 001-40810) on September 14, 2021 (the “SPAC Prospectus”) and the SPAC Memorandum and Articles of Association. Each of the SellersCompany Parties acknowledges, the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, agrees and understands that Acquiror SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AcquirorSPAC’s public shareholders (including the public shareholders of the overallotment shares acquired by AcquirorSPAC’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Acquiror IPO SPAC Prospectus, Acquiror SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their SPAC Class A Shares in connection with respect the consummation of SPAC’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with the approval of certain amendments to Acquiror Share Redemptionsthe SPAC Memorandum and Articles of Association, (b) to the Public Shareholders if Acquiror SPAC fails to consummate a Business Combination within 12 eighteen (18) months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay for any taxes franchise and up to $100,000 in dissolution expenses income taxes, or (d) to Acquiror SPAC after or concurrently with the consummation of a Business Combination. Each For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Company Parties hereby agrees on behalf of itself itself, its shareholders, and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the SellersCompany Party, the Company, PubCo, Merger Sub and New SubCo or its shareholders nor any of their respective its Affiliates do does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any ), regardless of whether such claim that arises as a result of, in connection with, with or relating to in any way to, this Agreement or any proposed or actual business relationship between SPAC or any of its Representatives, on the one hand, and the Company or any of its Representatives or Affiliates, on the other Transaction Documenthand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under (any Transaction Document (collectively, and all such claims are collectively referred to hereafter as the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, Company Party on behalf of itself itself, its shareholders and its Affiliates, Affiliates hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo that it or any of their respective its Representatives or Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with for any Released Claims reason whatsoever (including for an alleged breach of any agreement with SPAC or its Affiliates). This Section 8.18 shall survive the termination of this Agreement or for any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason. In the event that, following the Sellersvalid termination of this Agreement, the Company, PubCo, Merger Sub and New SubCo a Company Party or any of their respective its controlled Affiliates commences any action Proceeding against or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against involving the Trust Account (including any distributions therefrom) or the Public ShareholdersAccount, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, SPAC shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated from such Person its reasonable out of pocked legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceeding.Proceeding. 117

Trust Account Waiver. Each of the Sellers, the Company, PubCo, Merger Sub Company and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands Holder Representative acknowledges that Acquiror has established is a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously blank check company with the IPO (including interest accrued from time powers and privileges to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of effect a Business Combination. Each of the SellersCompany and Holder Representative further acknowledges that, as described in the prospectus dated May 19, 2015 (the “Prospectus”) available at wxx.xxx.xxx, substantially all of Acquiror assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in the Trust Account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering. Each of the Company and Holder Representative acknowledges that it has been advised by Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise tax, income tax and similar obligations, the CompanyTrust Agreement provides that cash in the Trust Account may be disbursed only (i) to Acquiror in limited amounts from time to time in order to permit Acquiror to pay its operating expenses; (ii) if Acquiror completes the transactions which constitute a Business Combination, PubCothen to those Persons and in such amounts as described in the Prospectus; and (iii) if Acquiror fails to complete a Business Combination within the allotted time period and liquidates, Merger Sub subject to the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and New SubCo expenses of its liquidation and dissolution, and then to Acquiror’s public stockholders. For and in consideration of Acquiror entering into this Agreement, the receipt and sufficiency of which are hereby agrees acknowledged, each of the Company and Holder Representative, on behalf of itself and its Affiliates thatthe Pre-Closing Holders, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have hereby irrevocable waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, contracts or agreements with Acquiror; provided that (x) nothing herein shall serve to limit or prohibit the Company’s and Holder Representative’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Pre-Closing Holders in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company and Holder Representative may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated July 27, 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror assets consist of the Sellers, cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired ). The Company acknowledges that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: ; (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s organizational documents, public stockholders; and (ciii) if Acquiror holds a shareholder vote to amend Acquiror’s amended and restated memorandum and articles of association to modify the substance or timing of the obligation to allow redemption in connection with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of a Business CombinationCombination or to redeem 100% of Acquiror Common Stock if Acquiror fails to complete a Business Combination within the allotted time period, then for the redemption of any Acquiror Common Stock properly tendered in connection with such vote. Each For and in consideration of the SellersAcquiror entering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each Parent and the Company acknowledge that, as described in the final prospectus of Acquiror, dated March 11, 2021 and filed with the XXX xx Xxxxx 00, 0000 (Xxxx No: 333-253308) available at xxx.xxx.xxx, substantially all of Acquiror’s assets consist of the Sellerscash proceeds of the IPO and private placements of its securities occurring simultaneously with the IPO, the Company, PubCo, Merger Sub overallotment shares acquired by its underwriters and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders stockholders (including the public shareholders of the overallotment shares acquired by the underwriters of Acquiror’s underwriters, the ) (“Public ShareholdersStockholders”), . Parent and the Company understand and acknowledge that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts funds held in the Trust Account, amounts necessary Account that may be released to Acquiror to pay for any taxes its Taxes (and up to $100,000 in dissolution expenses expenses), cash in the Trust Account may be disbursed only (i) to the Public Stockholders that elect to redeem their Acquiror Common Stock if Acquiror completes a transaction which constitutes a Business Combination or in connection with an extension of the deadline to consummate a Business Combination; (dii) to the Public Stockholders if Acquiror fails to complete a Business Combination within twelve (12) months after the closing of the IPO (as such date may be extended by amendment to the Acquiror Governing Documents with the consent of the Acquiror Stockholders); and (iii) to Acquiror after or concurrently with the consummation of a Business Combination. Each For and in consideration of the SellersAcquiror entering into this Agreement and for other good and valuable consideration, the Companyreceipt and sufficiency of which are hereby acknowledged, PubCoParent, Merger Sub and New SubCo hereby agrees on behalf of itself and its Affiliates (other than the Surviving Corporation), hereby agrees that, notwithstanding anything to the contrary contained in this Agreement (other than in Section 9.1)Agreement, none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or neither it nor any of their respective such Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any ), regardless of whether such claim that arises as a result of, in connection withwith or relating in any way to this Agreement, or relating to this Agreement any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and Parent or the Company or their Representatives, on the other hand, or any other Transaction Documentmatter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under (any Transaction Document (collectively, and all such claims are collectively referred to hereafter as the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, Parent on behalf of itself and its Affiliates, Affiliates (other than the Surviving Corporation) hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo that Parent or any of their respective such Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with for any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document)reason whatsoever. Each of Parent and the Sellers, the Company, PubCo, Merger Sub Company acknowledge and New SubCo agrees and acknowledges agree that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror and Merger Sub to enter into the Transaction Documentsthis Agreement, and each of Parent and the Sellers, the Company, PubCo, Merger Sub Company further intend and New SubCo further intends and understands understand such waiver to be valid, binding and enforceable against the SellersParent, the Company, PubCo, Merger Sub and New SubCo Company and each of their respective Affiliates under applicable Law. To the extent that Parent or the Sellers, the Company, PubCo, Merger Sub and New SubCo Company or any of their respective Affiliates commences any action or proceeding Action based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to Acquiror or its Representatives, which action or proceeding Action seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of Parent and the Sellers, Company hereby acknowledge and agree that Parent’s. the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the SellersParent, the Company, PubCo, Merger Sub and New SubCo Company or any of their respective Affiliates (or any person Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In This Section 10.1 will survive any termination of this Agreement for any reason and continue indefinitely. Notwithstanding the event foregoing, (x) nothing herein shall prohibit the SellersEMEA Companies’ right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account (other than distributions therefrom directly or indirectly to the Public Stockholders), the Company, PubCo, Merger Sub and New SubCo for specific performance or any of their respective Affiliates commences any action or proceeding based upon, other equitable relief in connection with the consummation of the Transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to Acquiror in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligations to effectuate the Acquiror Share Redemptions and (y) nothing herein shall serve to limit or relating to prohibit any Released Claim, which proceeding seeks, claims that the EMEA Companies may have in whole the future against Acquiror’s assets or funds that are not held in part, relief against the Trust Account (including any distributions therefrom) funds that have been released from the Trust Account and any assets that have been purchased or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such actionfunds, in but excluding distributions from the event Acquiror Trust Account directly or its Representatives, as applicable, prevails in such action or proceedingindirectly to the Public Stockholders).

Trust Account Waiver. Each of The Company acknowledges that, as described in the Sellersprospectus dated August 26, 2020 and filed with the CompanySEC on August 28, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account 2020 (File No: 333-241727) (the “Trust AccountProspectus”) containing available at xxx.xxx.xxx, substantially all of Acquiror assets consist of the cash proceeds of its Acquiror’s initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements of its securities occurring simultaneously with the IPO and substantially all of those proceeds (including interest accrued from time to time thereonoverallotment securities acquired by Acquiror’s underwriters) have been deposited in the trust account (the “Trust Account”) for the benefit of Acquiror’s public shareholders stockholders (including the public shareholders of the overallotment shares acquired by the underwriters of Acquiror’s underwriters, the ) (“Public ShareholdersStockholders”), . The Company understands and acknowledges that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes a transaction which constitutes a Business Combination, to the Public Stockholders that elect to redeem their Acquiror Common Stock, and then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: ; (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate complete a Business Combination within 12 months after the closing of the IPO, subject to extension allotted time period (as it may be extended by an amendment to Acquiror’s organizational documentsGoverning Documents) and liquidates, (c) with respect subject to any interest earned on the amounts held in terms of the Trust AccountAgreement, to Acquiror in limited amounts necessary to permit Acquiror to pay for any taxes the costs and up expenses of its liquidation and dissolution, and then to $100,000 in dissolution expenses the Public Stockholders; and (iii) if Acquiror holds a stockholder vote to amend Acquiror’s amended and restated certificate of incorporation to modify the substance or timing of the obligation to redeem 100% of Acquiror Common Stock (dprior to the Effective Time) if Acquiror fails to Acquiror after or concurrently with the consummation of complete a Business CombinationCombination within the allotted time period, then for the redemption of any Acquiror Common Stock (prior to the Effective Time) properly tendered in connection with such vote. Each For and in consideration of Acquiror entering into this Agreement and for other good and valuable consideration, the Sellersreceipt and sufficiency of which are hereby acknowledged, the Company, PubCo, Merger Sub and New SubCo hereby agrees on behalf of itself and its Affiliates thatAffiliates, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do hereby agrees that it does not now have or shall at any time hereafter have have, and irrevocably waives any right, title, interest or claim of any kind it or any of its Affiliates have or may have in the future, in or to any monies in the Trust Account or distributions therefrom, or make any claim therefrom and agrees not to seek recourse against the Trust Account (including or any distributions therefrom) in connection with any claim that arises funds distributed therefrom as a result of, in connection witharising out of, or relating to this Agreement and any negotiations or Contracts with Acquiror or any other Transaction Documentmatter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”)liability. Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror and Merger Sub to enter into the Transaction Documentsthis Agreement, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Company further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo Company and each of their respective its Affiliates under applicable Law. To Notwithstanding the extent foregoing, (x) nothing herein shall prohibit the SellersView Companies’ right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account (other than distributions therefrom directly or indirectly to the Acquiror’s public stockholders), the Company, PubCo, Merger Sub and New SubCo for specific performance or any of their respective Affiliates commences any action or proceeding based upon, other equitable relief in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each the consummation of the Sellers, Transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, disbursement of the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each balance of their respective Affiliates’ sole remedy shall be against funds held outside of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Acquiror in accordance with the terms of this Agreement and that the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligations to effectuate the Acquiror Share Redemptions and (y) nothing herein shall serve to limit or prohibit any claims that the View Companies may have in the future against Acquiror’s assets or funds that are not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or held in lieu of any of them) to have any claim against the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds, but excluding distributions therefrom) from the Trust Account directly or any amounts contained thereinindirectly to the Acquiror’s public stockholders). In the event that the Sellers, the Company, PubCo, Merger Sub and New SubCo Company or any of their respective its Affiliates commences any action or proceeding Action based upon, in connection with or with, relating to or arising out of any Released Claim, matter relating to Acquiror or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public ShareholdersStockholders, whether in the form of money damages or injunctive relief or otherwiserelief, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellersfrom the Company and its Affiliates, the Companyas applicable, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection with any such actionAction, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingAction.

Trust Account Waiver. Each The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated February 10, 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror assets consist of the Sellers, cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired ). The Company acknowledges that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s organizational documents, public stockholders and (c) with respect if Acquiror holds a shareholder vote to any interest earned on amend Acquiror’s amended and restated memorandum and articles of association to modify the amounts held in substance or timing of the Trust Account, amounts necessary obligation to pay for any taxes and up redeem one hundred percent (100%) of Acquiror Common Shares if Acquiror fails to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of complete a Business CombinationCombination within the allotted time period, then for the redemption of any Acquiror Common Shares properly tendered in connection with such vote. Each For and in consideration of the SellersAcquiror entering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided, that (A) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (B) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each of the Sellers, Grosvenor Companies and the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands Grosvenor Holders acknowledges that Acquiror has established is a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously blank check company with the IPO (including interest accrued from time powers and privileges to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of effect a Business Combination. Each of the SellersGrosvenor Companies and the Grosvenor Holders further acknowledges that, as described in the prospectus dated December 11, 2018 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a the trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”). Each of the Grosvenor Companies and the Grosvenor Holders acknowledges that it has been advised by Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the CompanyTrust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transaction which constitutes a Business Combination, PubCothen to those Persons and in such amounts as described in the Prospectus; (ii) if Acquiror fails to complete a Business Combination within the allotted time period and liquidates, Merger Sub subject to the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and New SubCo expenses of its liquidation and dissolution, and then to Acquiror’s public stockholders; and (iii) if Acquiror holds a stockholder vote to amend Acquiror’s amended and restated memorandum and articles of association to modify the substance or timing of the obligation to redeem 100% of Acquiror Common Stock (prior to the Effective Time) if Acquiror fails to complete a Business Combination within the allotted time period, then for the redemption of any Acquiror Common Stock (prior to the Effective Time) properly tendered in connection with such vote. For and in consideration of Acquiror entering into this Agreement, the receipt and sufficiency of which are hereby agrees acknowledged, each of the Grosvenor Companies and the Grosvenor Holders, on behalf of itself themselves and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates Affiliates, hereby agree that they do not now have or shall at any time hereafter have have, and irrevocably waive any right, title, interest or claim of any kind they or any of their respective Affiliates have or may have in the future, in or to any monies in the Trust Account or distributions therefrom, or make any claim therefrom and agree not to seek recourse against the Trust Account (including or any distributions therefrom) in connection with any claim that arises funds distributed therefrom as a result of, in connection witharising out of, or relating to this Agreement and any negotiations, Contracts or agreements with Acquiror or any other Transaction Documentmatter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”)liability. Each of the Sellers, Grosvenor Companies and the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Grosvenor Holders agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce the Acquiror to enter into the Transaction Documentsin this Agreement, and each of the Sellers, Grosvenor Companies and the Company, PubCo, Merger Sub and New SubCo Grosvenor Holders further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo such party and each of their respective its Affiliates under applicable Law. To Notwithstanding the extent foregoing, (x) nothing herein shall serve to limit or prohibit the SellersGrosvenor Companies’ and the Grosvenor Holders’ right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account (other than distributions therefrom directly or indirectly to the Acquiror’s public stockholders), the Company, PubCo, Merger Sub and New SubCo for specific performance or any of their respective Affiliates commences any action or proceeding based upon, other equitable relief in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each the consummation of the Sellers, Transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, disbursement of the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each balance of their respective Affiliates’ sole remedy shall be against funds held outside of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Grosvenor Holders in accordance with the terms of this Agreement and that the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions and (y) nothing herein shall serve to limit or prohibit any claims that the Grosvenor Companies and the Grosvenor Holders may have in the future against Acquiror’s assets or funds that are not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or held in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against funds that have been released from the Trust Account (including and any distributions therefrom) assets that have been purchased or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such actionfunds, in but excluding distributions from the event Acquiror Trust Account directly or its Representatives, as applicable, prevails in such action or proceedingindirectly to the Acquiror’s public stockholders).

Trust Account Waiver. Each The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated September 16, 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror assets consist of the Sellers, cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired ). The Company acknowledges that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: ; (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s organizational documents, public stockholders; and (ciii) with respect if Acquiror holds a shareholder vote to any interest earned on amend Acquiror’s amended and restated memorandum and articles of association to modify the amounts held in substance or timing of the Trust Account, amounts necessary obligation to pay for any taxes and up redeem 100% of Acquiror Common Shares if Acquiror fails to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of complete a Business CombinationCombination within the allotted time period, then for the redemption of any Acquiror Common Shares properly tendered in connection with such vote. Each For and in consideration of the SellersAcquiror entering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each of The Equityholder acknowledges that DSAC is a blank check company with the Sellerspowers and privileges to effect a Business Combination. The Equityholder further acknowledges that, as described in the Companyprospectus dated October 28, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account 2020 (the “Trust AccountProspectus”) containing ), substantially all of DSAC’s assets consist of the cash proceeds of its DSAC’s initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with of its securities and substantially all of those proceeds have been deposited in the IPO (including interest accrued from time to time thereon) Trust Account for the benefit of Acquiror’s DSAC, certain of its public shareholders (including and the underwriters of DSAC’s initial public shareholders of the overallotment shares acquired offering. The Equityholder acknowledges that it has been advised by Acquiror’s underwriters, the “Public Shareholders”), and DSAC that, except with respect to interest earned on the funds held in the Trust Account that may be released to DSAC to pay its income and franchise Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if DSAC completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: ; and (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror DSAC fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in terms of the Trust AccountAgreement and the DSAC Governing Document, amounts necessary to DSAC to permit DSAC to pay for any taxes the costs and up expenses of its dissolution, and then to $100,000 DSAC’s public shareholders. For and in dissolution expenses or (d) to Acquiror after or concurrently with the consummation consideration of a Business Combination. Each of the SellersDSAC entering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Equityholder hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any claim that arises as a result of, in connection with, or relating and agree not to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with DSAC or any other Person; provided, however, that nothing in this Section 17 shall amend, limit, alter, change, supersede or otherwise modify the right of the Equityholder to (including A) bring any distributions therefromaction or actions for specific performance, injunctive and/or other equitable relief or (B) in connection with bring or seek a claim for Damages against DSAC, or any Released Claims (including of its successors or assigns, for an alleged any breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that (but such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim be against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against funds distributed from the Trust Account (including any distributions therefrom) or to holders of DSAC Ordinary Shares in accordance with the Public Shareholders, whether in DSAC Governing Document and the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingTrust Agreement).

Trust Account Waiver. Each The Members and the Company acknowledge that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Members and the Company further acknowledge that, as described in the prospectus dated March 18, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror’s assets consist of the Sellers, cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) ). The Members and the overallotment shares acquired Company acknowledge that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror Share Redemptions, ; (b) to the Public Shareholders if Acquiror fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s organizational documents, public stockholders; and (c) if Acquiror holds a shareholder vote to amend Acquiror’s amended and restated memorandum and articles of association (i) to modify the substance or timing of the obligation to allow for the redemption of any Acquiror Common Shares in connection with a Business Combination or to redeem 100% of Acquiror Common Shares if Acquiror fails to complete a Business Combination within the allotted time period or (ii) with respect to any interest earned on other provision relating to shareholders’ rights or pre-initial Business Combination activity, then for the amounts held redemption of any Acquiror Common Shares properly tendered in the Trust Account, amounts necessary to pay for any taxes connection with such vote. For and up to $100,000 in dissolution expenses or (d) to consideration of Acquiror after or concurrently with the consummation of a Business Combination. Each of the Sellersentering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub Members and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waive any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree they shall not have the right of setoff and that it shall not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided, that (x) nothing herein shall serve to limit or prohibit the Members’ and Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Members and Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Members and Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each of the Sellers, the Company, PubCo, Merger Sub Company and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands Holder Representative acknowledges that Acquiror has established is a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously blank check company with the IPO (including interest accrued from time powers and privileges to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of effect a Business Combination. Each of the SellersCompany and Holder Representative further acknowledges that, as described in the prospectus dated May 19, 2015 (the “Prospectus”) available at wxx.xxx.xxx, substantially all of Acquiror assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in the Trust Account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering. Each of the Company and Holder Representative acknowledges that it has been advised by Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise tax, income tax and similar obligations, the CompanyTrust Agreement provides that cash in the Trust Account may be disbursed only (i) to Acquiror in limited amounts from time to time in order to permit Acquiror to pay its operating expenses; (ii) if Acquiror completes the transactions which constitute a Business Combination, PubCothen to those Persons and in such amounts as described in the Prospectus; and (iii) if Acquiror fails to complete a Business Combination within the allotted time period and liquidates, Merger Sub subject to the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and New SubCo expenses of its liquidation and dissolution, and then to Acquiror’s public stockholders. For and in consideration of Acquiror entering into this Agreement, the receipt and sufficiency of which are hereby agrees acknowledged, each of the Company and Holder Representative, on behalf of itself and its Affiliates thatthe Pre-Closing Holders, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, contracts or agreements with Acquiror; provided that (x) nothing herein shall serve to limit or prohibit the Company’s and Holder Representative’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Pre-Closing Holders in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company and Holder Representative may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each of Notwithstanding anything else in this Agreement, you acknowledge that you have read the Sellersprospectus dated July 18, 2017 (the Company, PubCo, Merger Sub “Prospectus”) and New SubCo hereby represents and warrants understand that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror FSAC has established a the trust account for the benefit of FSAC’s public stockholders (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror that FSAC may disburse monies from the Trust Account only: only (a) to the Public Shareholders with respect FSAC in limited amounts from time to Acquiror Share Redemptionstime in order to permit FSAC to pay its operating expenses, (b) if FSAC completes the transactions which constitute a Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of FSAC), then to those persons and in such amounts as described in the Public Shareholders Prospectus, and (c) if Acquiror FSAC fails to consummate complete a Business Combination within 12 months after the allotted time period and liquidates, subject to the terms of the Investment Management Trust Agreement, dated as of July 18, 2017, by and between FSAC and you, to FSAC in limited amounts to permit FSAC to pay the costs and expenses of its liquidation and dissolution, and then to FSAC’s public stockholders. All liabilities and obligations of FSAC due and owing or incurred at or prior to the closing of the IPOTransactions shall be paid as and when due, subject including all amounts payable (x) to extension by an amendment FSAC’s public stockholders in the event they elect to Acquirorhave their shares redeemed in accordance with FSAC’s organizational documentsdocuments and/or the liquidation of FSAC, (cy) to FSAC after, or concurrently with, the consummation of a Business Combination, and (z) to FSAC in limited amounts for its operating expenses and tax obligations incurred in the ordinary course of business consistent with respect past practices. You further acknowledge that, if the Transactions (or, upon termination of the Merger Agreement, another Business Combination) are not consummated by July 24, 2019, FSAC will be obligated to any interest earned on return to its stockholders the amounts being held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with unless such date is otherwise extended. Upon the consummation of a Business Combination. Each closing of the SellersTransactions, FSAC shall cause the Trust Account to be disbursed to FSAC and as otherwise contemplated by the Merger Agreement. Accordingly, the CompanyExchange Agent, PubCo, Merger Sub and New SubCo hereby agrees on behalf for each of itself and its Affiliates thatrespective subsidiaries, notwithstanding anything to the contrary in this Agreement (affiliated entities, directors, officers, employees, stockholders, representatives, advisors and all other than in Section 9.1)associates and affiliates, none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have any righthereby waives all rights, title, interest or claim of any kind in or to any monies in collect from the Trust Account or distributions therefromany monies that may be owed to them by FSAC for any reason whatsoever, or make any claim against the Trust Account (including any distributions therefrom) in connection with any claim that arises as for a result of, in connection with, or relating to breach of this Agreement by FSAC or any other Transaction Documentnegotiations, regardless of agreements or understandings with FSAC (whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future past, present or future), and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever. The provisions contained in connection with any Released Claims (including for an alleged breach this paragraph shall remain in full force and effect and shall survive the termination of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingAgreement.

Trust Account Waiver. Each Reference is made to the final prospectus of HYAC, filed with the SEC (File No. 333-220733) on October 25, 2017 and dated as of October 24, 2017 (the “Prospectus”). Sellers, the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxxHolding Companies, and understands the Group Companies understand that Acquiror HYAC has established a trust account (the “Trust Account”) containing the Table of Contents proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AcquirorHYAC’s public shareholders stockholders (including the public shareholders of the overallotment shares acquired by AcquirorHYAC’s underwriters, the “Public ShareholdersStockholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror HYAC may disburse monies from the Trust Account only: (a) to the Public Shareholders Stockholders in the event they elect to redeem their HYAC shares in connection with respect the consummation of HYAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to Acquiror Share Redemptionsconsummate a Business Combination, (b) to the Public Shareholders Stockholders if Acquiror HYAC fails to consummate a Business Combination within 12 twenty four (24) months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay for any taxes franchise and up to $100,000 in dissolution expenses income taxes, or (d) to Acquiror HYAC after or concurrently with the consummation of a Business Combination. Each For and in consideration of the SellersHYAC entering into this Agreement, and for other good and valuable consideration, the Companyreceipt and sufficiency of which is hereby acknowledged, PubCo, Merger Sub and New SubCo each Seller hereby agrees on behalf of itself and its Affiliates (including the Holding Companies and the Group Companies) that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1)Agreement, none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or neither Sellers nor any of their respective Affiliates (including the Holding Companies and the Group Companies) do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any ), regardless of whether such claim that arises as a result of, in connection with, with or relating to in any way to, this Agreement or any proposed or actual business relationship between HYAC or its Representatives, on the one hand, and the Sellers, the Holding Companies, the Group Companies or their respective Representatives, on the other Transaction Documenthand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under (any Transaction Document (collectively, and all such claims are collectively referred to hereafter as the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, Seller on behalf of itself and its Affiliates, Affiliates (including the Holding Companies and the Group Companies) hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub that such Seller and New SubCo or any of their respective its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with HYAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with for any Released Claims reason whatsoever (including for an alleged breach of this Agreement any agreement with HYAC or any other Transaction Documentits Affiliates). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Seller agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror HYAC and its Affiliates to induce Acquiror HYAC to enter into the Transaction Documentsin this Agreement, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo such Seller further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo such Seller and each of their respective its Affiliates (including the Holding Companies and the Group Companies) under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo any Seller or any of their respective its Affiliates (including any Group Company or Holding Company) commences any action or proceeding Proceeding based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to HYAC or its Representatives, which action or proceeding Proceeding seeks, in whole or in part, monetary relief against Acquiror HYAC or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Seller hereby acknowledges and agrees that each such the Sellers, ’ and their Affiliates (including the Company’s, PubCo’s, Merger Sub’s, New SubCo’s Holding Companies and each of their respective Affiliates’ the Group Companies) sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo Group Companies or any of their respective Affiliates (or any person Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In For the event avoidance of doubt, nothing herein shall serve to limit or prohibit the Sellers, the Company, PubCo, Merger Sub and New SubCo Sellers or any of their respective its Affiliates commences any action to pursue a claim against HYAC or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, its Affiliates for legal relief against assets held outside the Table of Contents Trust Account, for specific performance or other equitable relief, and nothing herein shall serve to limit or prohibit any claims that Sellers or its Affiliates may have in the future against HYAC’s assets or funds that are not held in the Trust Account (including any distributions therefrom) funds that have been released from the Trust Account and any assets that have been purchased or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated August 20, 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror assets consist of the Sellers, cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired ). The Company acknowledges that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: ; (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s organizational documents, public stockholders; and (ciii) with respect if Acquiror holds a shareholder vote to any interest earned on amend Acquiror’s amended and restated memorandum and articles of association to modify the amounts held in substance or timing of the Trust Account, amounts necessary obligation to pay for any taxes and up redeem 100% of Acquiror Common Shares if Acquiror fails to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of complete a Business CombinationCombination within the allotted time period, then for the redemption of any Acquiror Common Shares properly tendered in connection with such vote. Each For and in consideration of the SellersAcquiror entering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo The Subscriber hereby represents and warrants that it has read Acquiror IPO the SPAC Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquirorthe Company’s public shareholders stockholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public ShareholdersStockholders”), and that, except as otherwise described in the Acquiror IPO SPAC Prospectus, Acquiror the Company may disburse monies from the Trust Account only: (a) to the Public Shareholders Stockholders in the event they elect to redeem their Company shares in connection with respect the consummation of the Company’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to Acquiror Share Redemptionsconsummate a Business Combination, (b) to the Public Shareholders Stockholders if Acquiror the Company fails to consummate a Business Combination within 12 24 months after the closing of the IPO, subject to extension IPO (as such date may be extended by an amendment to Acquirorthe Company’s organizational documents), (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise and income taxes and up to $100,000 in dissolution expenses expenses, or (d) to Acquiror the Company after or concurrently with the consummation of a Business Combination. Each For and in consideration of the SellersCompany entering into this Subscription Agreement, and for other good and valuable consideration, the Companyreceipt and sufficiency of which is hereby acknowledged, PubCo, Merger Sub and New SubCo the Subscriber hereby agrees on behalf of itself and its Affiliates that, that notwithstanding anything to the contrary contained in this Agreement (other than in Section 9.1)Subscription Agreement, none of the Sellers, the Company, PubCo, Merger Sub Subscriber does not now and New SubCo or any of their respective Affiliates do now or shall not at any time hereafter have have, and waives any and all right, titletitle and interest, interest or claim any claims of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, in or to any monies held in the Trust Account (or any distributions therefromtherefrom directly or indirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account (including any distributions therefrom) in connection with any claim that arises or Public Distributions as a result of, in connection withor arising out of, this Subscription Agreement, the transactions contemplated hereby or relating to this Agreement or any other Transaction Documentthe Subscriber Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Lawliability. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates Subscriber commences any action or proceeding based upon, in connection with with, as a result of or relating to any Released Claimarising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror the Company or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCoSubscriber’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates Subscriber (or any person claiming on any of their behalves its behalf or in lieu of any of themit) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In Notwithstanding anything else in this Section 9 to the event contrary, nothing herein shall (x) serve to limit or prohibit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating Subscriber’s right to any Released Claim, which proceeding seeks, in whole or in part, pursue a claim against Company for legal relief against assets held outside the Trust Account, (y) serve to limit or prohibit any claims that the Subscriber may have in the future against Company’s assets or funds that are not held in the Trust Account (including any distributions therefrom) or funds that have been released from the Public ShareholdersTrust Account to the Company (excluding, whether in for the form avoidance of money damages or injunctive relief or otherwisedoubt, Acquiror and its Representatives, as applicable, shall be entitled funds released to recover Sellers, redeeming stockholders of the Company, PubCo, Merger Sub ) and New SubCo and their respective Affiliates the associated legal fees and costs in connection any assets that have been purchased or acquired with any such actionfunds), in or (z) be deemed to limit the event Acquiror Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock acquired by any means other than pursuant to this Subscription Agreement, including to any redemption right with respect to any such securities of the Company. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its Representativesand its affiliate’s respective directors, as applicableofficers, prevails in such action or proceedingemployees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Each The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated October 27, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror assets consist of the Sellers, cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account for the benefit of Acquiror, certain of its public shareholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired ). The Company acknowledges that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: ; (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s organizational documents, public shareholders; and (ciii) if Acquiror holds a shareholder vote to amend Acquiror’s amended and restated memorandum and articles of association to modify the substance or timing of the obligation to allow redemption in connection with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of a Business CombinationCombination or to redeem 100% of Acquiror Common Stock if Acquiror fails to complete a Business Combination within the allotted time period, then for the redemption of any Acquiror Common Stock properly tendered in connection with such vote. Each For and in consideration of the SellersAcquiror entering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against 84 Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each of Target Company acknowledges that SPAC is a blank check company with the Sellerspowers and privileges to effect a Business Combination. Each Target Company further acknowledges that, as described in the Companyprospectus dated October 19, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account 2020 (the “Trust AccountSPAC Prospectus”) containing available at wxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of its SPAC’s initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of Acquiror’s SPAC, certain of its public shareholders and the underwriters of SPAC’s IPO (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public ShareholdersTrust Account”), and . Each Target Company acknowledges that it has been advised by SPAC that, except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only: (i) if SPAC completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO SPAC Prospectus, Acquiror may disburse monies from the Trust Account only: ; (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror SPAC fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in terms of the Trust AccountAgreement, to SPAC in limited amounts necessary to permit SPAC to pay for any taxes the costs and up expenses of its liquidation and dissolution, and then to $100,000 in dissolution expenses SPAC’s public shareholders; and (iii) if SPAC holds a shareholder vote to amend SPAC’s amended and restated memorandum and articles of association to modify the substance or (d) timing of the obligation to Acquiror after or concurrently with redeem 100% of the consummation shares of the SPAC Common Stock if SPAC fails to complete a Business CombinationCombination within the allotted time period, then for the redemption of any shares of SPAC Common Stock properly tendered in connection with such vote. Each For and in consideration of the SellersSPAC entering into this Agreement, the Companyreceipt and sufficiency of which are hereby acknowledged, PubCo, Merger Sub and New SubCo each Target Company hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to any monies in the Trust Account and agrees not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with SPAC; provided, that (x) nothing herein shall serve to limit or prohibit any Target Company’s right to pursue a claim (A) against SPAC for legal relief against monies or other assets held outside the Trust Account, (B) for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to SPAC Share Redemptions) to the applicable Persons in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate SPAC Share Redemptions, or (C) against SPAC for Fraud and (y) nothing herein shall serve to limit or prohibit any Action that the Target Companies may have in the future against SPAC’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated April 27, 2020 (the “Prospectus”) available at wxx.xxx.xxx, substantially all of Acquiror assets consist of the Sellers, cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired ). The Company acknowledges that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: ; (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s organizational documents, public stockholders; and (ciii) with respect if Acquiror holds a shareholder vote to any interest earned on amend Acquiror’s amended and restated memorandum and articles of association to modify the amounts held in substance or timing of the Trust Account, amounts necessary obligation to pay for any taxes and up redeem 100% of Acquiror Common Shares if Acquiror fails to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of complete a Business CombinationCombination within the allotted time period, then for the redemption of any Acquiror Common Shares properly tendered in connection with such vote. Each For and in consideration of the SellersAcquiror entering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each The Company and each Acquisition Entity acknowledge that, as described in the final prospectus of SPAC, dated November 12, 2021 and available at wxx.xxx.xxx, substantially all of SPAC’s assets consist of the Sellers, cash proceeds of the Company, PubCo, Merger Sub IPO and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxxprivate placements of its securities occurring simultaneously with the IPO, and understands that Acquiror has established substantially all of those proceeds (including overallotment securities acquired by SPAC’s underwriters) have been deposited in a trust account (the “Trust Account”) containing for the proceeds benefit of its initial SPAC’s public offering stockholders (the “IPO”) and the including overallotment shares acquired by its the underwriters and from certain private placements occurring simultaneously with the IPO of SPAC) (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public ShareholdersStockholders”), . The Company and each Acquisition Entity understands and acknowledges that, except as otherwise described with respect to interest earned on the funds held in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: that may be released to SPAC to pay its Taxes, cash in the Trust Account may be disbursed only (ai) to the Public Shareholders Stockholders that elect to redeem their SPAC Common Stock if SPAC completes a transaction which constitutes a Business Combination or in connection with respect an extension of the deadline to Acquiror Share Redemptions, consummate a Business Combination; (bii) to the Public Shareholders Stockholders if Acquiror SPAC fails to consummate complete a Business Combination within 12 twelve (12) months after the closing of the IPO, subject to extension IPO (as such date may be extended by an amendment to Acquiror’s organizational documents, the SPAC Governing Documents with the consent of the SPAC Stockholders); and (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (diii) to Acquiror SPAC after or concurrently with the consummation of a Business Combination. Each For and in consideration of SPAC entering into this Agreement and for other good and valuable consideration, the Sellersreceipt and sufficiency of which are hereby acknowledged, the Company, PubCo, Merger Sub and New SubCo hereby agrees on behalf of itself and its Affiliates Affiliates, and each Acquisition Entity hereby agrees that, notwithstanding anything to the contrary contained in this Agreement (other than in Section 9.1)Agreement, none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or neither it nor any of their respective its Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any ), regardless of whether such claim that arises as a result of, in connection withwith or relating in any way to this Agreement, or relating to this Agreement any proposed or actual business relationship between SPAC or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, or any other Transaction Documentmatter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under (any Transaction Document (collectively, and all such claims are collectively referred to hereafter as the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, The Company on behalf of itself and its Affiliates, Affiliates hereby irrevocably waives any Released Claims Each of that the Sellers, the Company, PubCo, Merger Sub and New SubCo Company or any of their respective its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with for any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document)reason whatsoever. Each of the Sellers, the Company, PubCo, Merger Sub The Company acknowledges and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror SPAC and its Affiliates to induce Acquiror SPAC to enter into the Transaction Documentsthis Agreement, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Company further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo Company and each of their respective its Affiliates under applicable Law. To the extent that the Sellers, the Company, PubCo, Merger Sub and New SubCo Company or any of their respective its Affiliates commences any action or proceeding Action based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to SPAC or its Representatives, which action or proceeding Action seeks, in whole or in part, monetary relief against Acquiror SPAC or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Company hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo Company or any of their respective its Affiliates (or any person Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In This Section 11.1 will survive any termination of this Agreement for any reason and continue indefinitely. Notwithstanding the event foregoing, (x) nothing herein shall prohibit the SellersAUM Companies’ right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Trust Account (other than distributions therefrom directly or indirectly to the Public Stockholders), the Company, PubCo, Merger Sub and New SubCo for specific performance or any of their respective Affiliates commences any action or proceeding based upon, other equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Share Redemptions) to SPAC in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect SPAC’s ability to fulfill its obligations to effectuate the SPAC Share Redemptions and (y) nothing herein shall serve to limit or relating to prohibit any Released Claim, which proceeding seeks, claims that the AUM Companies may have in whole the future against SPAC’s assets or funds that are not held in part, relief against the Trust Account (including any distributions therefrom) funds that have been released from the Trust Account and any assets that have been purchased or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such actionfunds, in but excluding distributions from the event Acquiror Trust Account directly or its Representatives, as applicable, prevails in such action or proceedingindirectly to the Public Stockholders).

Trust Account Waiver. Each of the SellersNotwithstanding anything else in this Issuance Agreement, the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants Advisor acknowledges that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxxthe prospectus dated February 6, 2019 (the “Prospectus”) and understands that Acquiror Monocle has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders the stockholders of Monocle (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public ShareholdersMonocle Stockholders”), ) and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror that Monocle may disburse monies from the Trust Account only: only (a) to the Public Shareholders with respect Monocle in limited amounts from time to Acquiror Share Redemptionstime in order to permit Monocle to pay its operating expenses, (b) if Monocle completes the transactions which constitute its initial business combination, then to those persons and in such amounts as described in the Prospectus, and (c) if Monocle fails to complete its initial business combination within the allotted time period and liquidates to Monocle in limited amounts to permit Monocle to pay the costs and expenses of its liquidation and dissolution, and then to the Public Shareholders if Acquiror fails Monocle Stockholders. All liabilities and obligations of Monocle due and owing or incurred at or prior to consummate a Business Combination within 12 months after the closing of its initial business combination shall be paid as and when due, including all amounts payable (x) to the IPO, subject Monocle Stockholders in the event they elect to extension by an amendment to Acquirorhave their shares redeemed in accordance with Monocle’s organizational documentscertificate of incorporation (the “Monocle Charter”) and/or the liquidation of Monocle, (cy) to Monocle after, or concurrently with, the consummation of its initial business combination, and (z) to Monocle in limited amounts for its operating expenses and tax obligations incurred in the ordinary course of business consistent with respect past practice. The Advisor further acknowledge that, if the transactions contemplated by the Transaction Agreement (or, upon termination of the Transaction Agreement, another business combination) are not consummated by February 11, 2021, or such date as determined by amending the Monocle Charter, Monocle will be obligated to any interest earned on return to the Monocle Stockholders the amounts being held in the Trust Account, amounts necessary unless such date is otherwise extended. Upon the Transaction Closing, Monocle shall cause the Trust Account to pay for any taxes be disbursed to the Company and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with as otherwise contemplated by the consummation of a Business CombinationTransaction Agreement. Each of the SellersAccordingly, the CompanyAdvisor, PubCo, Merger Sub and New SubCo hereby agrees on behalf of for itself and its Affiliates thatrepresentatives, notwithstanding anything to the contrary in this Agreement advisors and all other associates and affiliates (other than in Section 9.1each a “Advisor Related Party”), none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have any righthereby waive all rights, title, interest or claim of any kind in or to any monies in collect from the Trust Account any monies that may be owed to them by Monocle or distributions therefromthe Company for any reason whatsoever arising out of this Issuance Agreement, including for a breach of this Issuance Agreement by Monocle or make the Company or any claim against negotiations, agreements or understandings with Monocle or the Trust Account Company (including any distributions therefromwhether in the past, present or future) in connection with any claim that arises as this Issuance Agreement (each a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released ClaimsClaim”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with such Claims at any Released time for any reason whatsoever; provided, that (i) nothing herein shall serve to limit or prohibit an Advisor Related Party’s right to pursue a Claim against Monocle or the Company for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, and (ii) nothing herein shall serve to limit or prohibit any Claims (including for that an alleged breach of this Agreement Advisor Related Party may have in the future against Monocle or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges ’s assets or funds that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, are not held in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against funds that have been released from the Trust Account (including and any distributions therefrom) assets that have been purchased or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such actionfunds), in or otherwise by virtue of such Advisor Related Party’s record or beneficial ownership of securities of the event Acquiror or its RepresentativesCompany acquired by any means other than pursuant to this Issuance Agreement, as applicableincluding, prevails in but not limited to, any redemption right with respect to any such action or proceedingsecurities of the Company. This paragraph will survive the termination of this Issuance Agreement for any reason.

Trust Account Waiver. Each The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated July 27, 2020 (the “Prospectus”) available at wxx.xxx.xxx, substantially all of Acquiror assets consist of the Sellers, cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired ). The Company acknowledges that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: ; (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s organizational documents, public stockholders; and (ciii) if Acquiror holds a shareholder vote to amend Acquiror’s amended and restated memorandum and articles of association to modify the substance or timing of the obligation to allow redemption in connection with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of a Business CombinationCombination or to redeem 100% of Acquiror Common Stock if Acquiror fails to complete a Business Combination within the allotted time period, then for the redemption of any Acquiror Common Stock properly tendered in connection with such vote. Each For and in consideration of the SellersAcquiror entering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each of the SellersNotwithstanding anything else in this Agreement, the CompanyCompany and the Company Stockholders acknowledge that they have read the prospectus dated February 6, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account 2019 (the “Trust Account”) containing the proceeds of its initial public offering (the “IPOProspectus”) and understand that Monocle has established the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) Trust Account for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), Pre-Closing Monocle Holders and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror that Monocle may disburse monies from the Trust Account only: only (a) to the Public Shareholders with respect Monocle in limited amounts from time to Acquiror Share Redemptionstime in order to permit Monocle to pay its operating expenses, (b) if Monocle completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Public Shareholders Prospectus, and (c) if Acquiror Monocle fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to Acquiror’s organizational documentsMonocle in limited amounts to permit Monocle to pay the costs and expenses of its liquidation and dissolution, and then to the Pre-Closing Monocle Holders. All liabilities and obligations of Monocle due and owing or incurred at or prior to the Closing shall be paid as and when due, including all amounts payable (x) to the Pre-Closing Monocle Holders in the event they elect to have their shares redeemed in accordance with Monocle Governing Documents and/or the liquidation of Monocle, (cy) to Monocle after, or concurrently with, the consummation of a Business Combination, and (z) to Monocle in limited amounts for its operating expenses and Tax obligations incurred in the ordinary course of business consistent with respect past practice. The Company and the Company Stockholders further acknowledge that, if the transactions contemplated by this Agreement (or, upon termination of this Agreement, another Business Combination) are not consummated by November 11, 2020, Monocle will be obligated to any interest earned on return to the Pre-Closing Monocle Holders the amounts being held in the Trust Account, amounts necessary unless such date is otherwise extended. Upon the Closing, Monocle shall cause the Trust Account to pay for any taxes be disbursed to NewCo and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of a Business Combinationas otherwise contemplated by this Agreement. Each of the SellersAccordingly, the CompanyCompany and the Company Stockholders, PubCo, Merger Sub for each of themselves and New SubCo hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have any rightsubsidiaries, affiliated entities, directors, officers, employees, stockholders, representatives, advisors and all other associates and Affiliates, hereby waive all rights, title, interest or claim of any kind in or to any monies in collect from the Trust Account or distributions therefromany monies that may be owed to them by Monocle for any reason whatsoever, or make any claim against the Trust Account (including any distributions therefrom) in connection with any claim that arises as for a result of, in connection with, or relating to breach of this Agreement by Monocle or any other Transaction Documentnegotiations, regardless of agreements or understandings with Monocle (whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future past, present or future), and will not seek recourse against the Trust Account at any time for any reason whatsoever, in each case except as expressly contemplated by this Agreement; provided, that (including any distributions therefromi) in connection with any Released Claims (including for an alleged breach of this Agreement nothing herein shall serve to limit or any other Transaction Document). Each of the Sellers, prohibit the Company’s right to pursue a claim against Monocle for legal relief against assets held outside the Trust Account, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documentsfor specific performance or other equitable relief, and each of (ii) nothing herein shall serve to limit or prohibit any claims that the Sellers, Company may have in the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable future against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo Monocle’s assets or any of their respective Affiliates commences any action or proceeding based upon, funds that are not held in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against funds that have been released from the Trust Account (including and any distributions therefrom) assets that have been purchased or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in funds). This paragraph will survive the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingtermination of this Agreement for any reason.

Trust Account Waiver. Each The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated August 4, 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror assets consist of the Sellers, the Company, PubCo, Merger Sub cash proceeds of Acquiror’s initial public offering and New SubCo hereby represents private placements of its securities and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established substantially all of those proceeds have been deposited in a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired ). The Company acknowledges that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: ; (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s organizational documents, public stockholders; and (ciii) with respect if Acquiror holds a stockholder vote to any interest earned on amend Acquiror’s amended and restated certificate of incorporation to modify the amounts held in substance or timing of the Trust Account, amounts necessary obligation to pay for any taxes and up redeem 100% of Acquiror Common Shares if Acquiror fails to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of complete a Business CombinationCombination within the allotted time period, then for the redemption of any Acquiror Common Shares properly tendered in connection with such vote. Each For and in consideration of the SellersAcquiror entering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for actual fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated February 10, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror assets consist of the Sellers, the Company, PubCo, Merger Sub cash proceeds of Acquiror’s initial public offering and New SubCo hereby represents private placements of its securities and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established substantially all of those proceeds have been deposited in a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired ). The Company acknowledges that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes an initial business combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate a Business Combination complete an initial business combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement and applicable Law, to Acquiror in limited amounts to permit Acquiror to pay applicable Taxes and the costs and expenses of its liquidation and dissolution, and then to Acquiror’s organizational documentspublic stockholders, and (ciii) if Acquiror holds a stockholder vote to amend Acquiror’s Amended and Restated Articles of Incorporation (A) to modify the substance or timing of Acquiror’s obligation to provide holders of Acquiror Class A Common Stock the right to have their shares redeemed in connection with Acquiror’s initial business combination or to redeem one hundred percent (100%) of the outstanding shares of Acquiror Class A Common Stock if Acquiror does not complete an initial business combination within the allocated time period or (B) with respect to any interest earned on other provision relating to the amounts held rights of holders of Acquiror Class A Common Stock or pre-initial business combination activity, then for the redemption of any Acquiror Class A Common Stock properly tendered in the Trust Account, amounts necessary to pay for any taxes connection with such vote. For and up to $100,000 in dissolution expenses or (d) to consideration of Acquiror after or concurrently with the consummation of a Business Combination. Each of the Sellersentering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any claim that arises as a result of, in connection with, or relating and agrees not to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellersfunds distributed therefrom as a result of, the Companyor arising out of, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo any negotiations or any of their respective Affiliates commences any action or proceeding based upon, in connection Contracts with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingAcquiror.

Trust Account Waiver. Each of The Equityholder acknowledges that DSAC is a blank check company with the Sellerspowers and privileges to effect a Business Combination. The Equityholder further acknowledges that, as described in the Companyprospectus dated October 28, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account 2020 (the “Trust AccountProspectus”) containing ), substantially all of DSAC’s assets consist of the cash proceeds of its DSAC’s initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with of its securities and substantially all of those proceeds have been deposited in the IPO (including interest accrued from time to time thereon) Trust Account for the benefit of Acquiror’s DSAC, certain of its public shareholders (including and the underwriters of DSAC’s initial public shareholders of the overallotment shares acquired offering. The Equityholder acknowledges that it has been advised by Acquiror’s underwriters, the “Public Shareholders”), and DSAC that, except with respect to interest earned on the funds held in the Trust Account that may be released to DSAC to pay its income and franchise Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if DSAC completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: ; and (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror DSAC fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in terms of the Trust AccountAgreement and the DSAC Governing Document, amounts necessary to DSAC to permit DSAC to pay for any taxes the costs and up expenses of its dissolution, and then to $100,000 DSAC’s public shareholders. For and in dissolution expenses or (d) to Acquiror after or concurrently with the consummation consideration of a Business Combination. Each of the SellersDSAC entering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Equityholder hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any claim that arises as a result of, in connection with, or relating and agree not to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with DSAC or any other Person; provided, however, that nothing in this Section 15 shall amend, limit, alter, change, supersede or otherwise modify the right of the Equityholder to (including A) bring any distributions therefromaction or actions for specific performance, injunctive and/or other equitable relief or (B) in connection with bring or seek a claim for Damages against DSAC, or any Released Claims (including of its successors or assigns, for an alleged any breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that (but such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim be against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against funds distributed from the Trust Account (including any distributions therefrom) or to holders of DSAC Ordinary Shares in accordance with the Public Shareholders, whether in DSAC Governing Document and the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingTrust Agreement).

Trust Account Waiver. Each Reference is made to the final prospectus of the Sellers, the Company, PubCofiled with the SEC (File No. 333-226270) (the “Prospectus”), Merger Sub and New SubCo dated as of April 23, 2018. The Company shall provide the undersigned with a copy of the Prospectus upon request and the undersigned hereby represents and warrants that it has read Acquiror IPO the Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquirorthe Company’s public shareholders stockholders (including the public shareholders of the overallotment shares acquired by Acquirorthe Company’s underwriters, the “Public ShareholdersStockholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror the Company may disburse monies from the Trust Account only: (a) to the Public Shareholders Stockholders in the event they elect to redeem their Company shares in connection with respect the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of the deadline to Acquiror Share Redemptionsconsummate a Business Combination, (b) to the Public Shareholders Stockholders if Acquiror the Company fails to consummate a Business Combination within 12 eighteen (18) months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay for any franchise or income taxes and up to $100,000 in dissolution expenses or (d) to Acquiror the Company after or concurrently with the consummation of a Business Combination. Each For and in consideration of the SellersCompany entering into this Subscription Agreement, and for other good and valuable consideration, the Companyreceipt and sufficiency of which is hereby acknowledged, PubCo, Merger Sub and New SubCo the undersigned hereby agrees on behalf of itself and its Affiliates respective affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1)Subscription Agreement, none of neither the Sellers, the Company, PubCo, Merger Sub and New SubCo or Company nor any of their its respective Affiliates affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any , regardless of whether such claim that arises as a result of, in connection with, with or relating in any way to this Subscription Agreement between the Company or its Representatives (as defined below), on the one hand, and the Company or its Representatives, on the other hand, this Subscription Agreement or any other Transaction Documentmatter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under (any Transaction Document (collectively, and all such claims are collectively referred to hereafter as the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCoThe undersigned, on behalf of itself and its Affiliatesaffiliates, hereby irrevocably waives any Released Claims Each of that the Sellers, the Company, PubCo, Merger Sub and New SubCo undersigned or any of their respective Affiliates its affiliates may have against the Trust Account now (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with for any Released Claims reason whatsoever (including for an alleged breach of this Agreement any agreement with the Company or any other Transaction Documentits affiliates). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo The undersigned agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by Acquiror the Company and its Affiliates affiliates to induce Acquiror the Company to enter into the Transaction Documentsin this Subscription Agreement, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Company further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo undersigned and each of their respective Affiliates its affiliates under applicable Lawlaw. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo undersigned or any of their respective Affiliates its affiliates commences any action or proceeding based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to the Company or its Representatives, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror the Company or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo undersigned hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliatesits affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo Company or any of their respective Affiliates its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or Company any of their respective Affiliates its affiliates commences any action or proceeding based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public ShareholdersStockholders, whether in the form of money damages or injunctive relief or otherwiserelief, Acquiror the Company and its Representatives, as applicable, shall be entitled to recover Sellers, from the Company, PubCo, Merger Sub undersigned and New SubCo and their respective Affiliates its affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror the Company or its Representatives, as applicable, prevails in such action or proceeding. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Each The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated December 7, 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror assets consist of the Sellers, cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired ). The Company acknowledges that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes an initial business combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate a Business Combination complete an initial business combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s organizational documentspublic stockholders, and (ciii) with respect if Acquiror holds a stockholder vote to any interest earned on amend Acquiror’s second amended and restated articles of incorporation to modify the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses substance or (d) to Acquiror after or concurrently with the consummation of a Business Combination. Each timing of the Sellersobligation to redeem 100% of Acquiror Class A Common Stock if Acquiror fails to complete an initial business combination within the allotted time period, then for the redemption of any Acquiror Class A Common Stock properly tendered in connection with such vote. For and in consideration of Acquiror entering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each Reference is made to the final prospectus of Acquiror, dated as of September 18, 2020 (Registration No. 333-246328) (the Sellers, the Company, PubCo, Merger Sub and New SubCo “Prospectus”). The Stockholder hereby represents and warrants that it has read Acquiror IPO the Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and ), including the sale of the overallotment shares acquired by its underwriters underwriters, and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders stockholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public ShareholdersStockholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders Stockholders in the event they elect to redeem their Acquiror Common Stock pursuant to the Offer in connection with respect the consummation of Acquiror’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to Acquiror Share Redemptionsconsummate a Business Combination, (b) to the Public Shareholders Stockholders if Acquiror fails to consummate a Business Combination within 12 twenty-four (24) months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay for any taxes and up to $100,000 in dissolution expenses Taxes, or (d) to Acquiror after or concurrently with the consummation of a Business Combination. Each For and in consideration of the SellersAcquiror entering into this Agreement, and for other good and valuable consideration, the Companyreceipt and sufficiency of which is hereby acknowledged, PubCothe Stockholder hereby agrees, Merger Sub and New SubCo hereby agrees in each case on behalf of itself and its Affiliates Affiliates, that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1)Agreement, none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or neither Stockholder nor any of their respective its Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any ), regardless of whether such claim that arises as a result of, in connection with, with or relating to in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its officers, directors, employees, accountants, consultants, legal counsel, agents and other Transaction Documentrepresentatives (collectively, “Representatives”), on the one hand, and the Stockholder or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under (any Transaction Document (collectively, and all such claims are collectively referred to hereafter as the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, The Stockholder on behalf of itself and its Affiliates, Affiliates hereby irrevocably waives any Released Claims Each of that the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder or any of their respective its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations or Contracts with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with for any Released Claims reason whatsoever (including for an alleged breach of this Agreement or any other Transaction Documentagreement with Acquiror or its Affiliates). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo The Stockholder agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documentsin this Agreement, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder and each of their respective its Affiliates under applicable Law. To the extent the SellersStockholder, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates its Affiliates, commences any action or proceeding based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to Acquiror or its Representatives, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the SellersStockholder, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s its and each of their respective its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo it or any of their respective its Affiliates (or any person Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder or any of their respective its Affiliates commences any action or proceeding based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to Acqiuror or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public ShareholdersStockholders of Acquiror, whether in the form of money damages or injunctive relief or otherwiserelief, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, from the Company, PubCo, Merger Sub Stockholder and New SubCo and their respective its Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Trust Account Waiver. Each The Company acknowledges that, as described in the final prospectus of SPAC, dated February 18, 2021 and filed with the SEC on February 19, 2021 (File No: 333-252598) (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the Sellers, cash proceeds of the Company, PubCo, Merger Sub IPO and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxxprivate placements of its securities occurring simultaneously with the IPO, and understands that Acquiror has established substantially all of those proceeds (including overallotment securities acquired by SPAC’s underwriters) have been deposited in a trust account (the “Trust Account”) containing for the proceeds benefit of its initial SPAC’s public offering stockholders (the “IPO”) and the including overallotment shares acquired by its the underwriters and from certain private placements occurring simultaneously with the IPO of SPAC) (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public ShareholdersStockholders”), . The Company understands and acknowledges that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts funds held in the Trust Account, amounts necessary Account that may be released to SPAC to pay for any taxes its Taxes (and up to $100,000 in dissolution expenses or expenses), cash in the Trust Account may be disbursed only (di) to Acquiror the Public Stockholders that elect to redeem their SPAC Common Stock if SPAC completes a transaction which constitutes a Business Combination or in connection with an extension of the deadline to consummate a Business Combination; (ii) to the Public Stockholders if SPAC fails to complete a Business Combination within twenty-four (24) months after the closing of the IPO (as such date may be extended by amendment to the SPAC Governing Documents with the consent of the SPAC Stockholders); and (iii) to SPAC after or concurrently with the consummation of a Business Combination. Each For and in consideration of SPAC entering into this Agreement and for other good and valuable consideration, the Sellersreceipt and sufficiency of which are hereby acknowledged, the Company, PubCo, Merger Sub and New SubCo hereby agrees on behalf of itself and its Affiliates Affiliates, hereby agrees that, notwithstanding anything to the contrary contained in this Agreement (other than in Section 9.1)Agreement, none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or neither it nor any of their respective its Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any ), regardless of whether such claim that arises as a result of, in connection withwith or relating in any way to this Agreement, or relating to this Agreement any proposed or actual business relationship between SPAC or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, or any other Transaction Documentmatter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under (any Transaction Document (collectively, and all such claims are collectively referred to hereafter as the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, The Company on behalf of itself and its Affiliates, Affiliates hereby irrevocably waives any Released Claims Each of that the Sellers, the Company, PubCo, Merger Sub and New SubCo Company or any of their respective its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with for any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document)reason whatsoever. Each of the Sellers, the Company, PubCo, Merger Sub The Company acknowledges and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror SPAC and its Affiliates to induce Acquiror SPAC to enter into the Transaction Documentsthis Agreement, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Company further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo Company and each of their respective its Affiliates under applicable Law. To the extent that the Sellers, the Company, PubCo, Merger Sub and New SubCo Company or any of their respective its Affiliates commences any action or proceeding Action based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to SPAC or its Representatives, which action or proceeding Action seeks, in whole or in part, monetary relief against Acquiror SPAC or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Company hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo Company or any of their respective its Affiliates (or any person Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In This ‎Section 10.1 will survive any termination of this Agreement for any reason and continue indefinitely. Notwithstanding the event foregoing, (x) nothing herein shall prohibit the SellersRumble Companies’ right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Trust Account (other than distributions therefrom directly or indirectly to the Public Stockholders), the Company, PubCo, Merger Sub and New SubCo for specific performance or any of their respective Affiliates commences any action or proceeding based upon, other equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Share Redemptions) to SPAC in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect SPAC’s ability to fulfill its obligations to effectuate the SPAC Share Redemptions and (y) nothing herein shall serve to limit or relating to prohibit any Released Claim, which proceeding seeks, claims that the Rumble Companies may have in whole the future against SPAC’s assets or funds that are not held in part, relief against the Trust Account (including any distributions therefrom) funds that have been released from the Trust Account and any assets that have been purchased or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such actionfunds, in but excluding distributions from the event Acquiror Trust Account directly or its Representatives, as applicable, prevails in such action or proceedingindirectly to the Public Stockholders).

Trust Account Waiver. Each of Notwithstanding anything to the Sellerscontrary set forth herein, the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants Stockholder acknowledges that it has read Acquiror IPO the Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror GCAC has established a trust account (the “Trust Account”) Account containing the proceeds of its initial public offering (the “IPO”) IPO and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) thereon for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”)Stockholders, and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror GCAC may disburse monies from the Trust Account only: (a) to the Public Shareholders Stockholders in the event they elect to redeem their GCAC Class A Common Stock pursuant to the Redemption in connection with respect the consummation of GCAC’s Business Combination or in connection with an extension of its deadline to Acquiror Share Redemptionsconsummate a Business Combination, (b) to the Public Shareholders Stockholders if Acquiror GCAC fails to consummate a Business Combination within 12 eighteen (18) months after the closing of the IPO, subject to extension by an amendment to AcquirorGCAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay for any taxes and up to $100,000 in dissolution expenses Taxes, or (d) to Acquiror GCAC after or concurrently with the consummation of a Business Combination. Each For and in consideration of the SellersGCAC entering into this Agreement, and for other good and valuable consideration, the Companyreceipt and sufficiency of which is hereby acknowledged, PubCo, Merger Sub and New SubCo the Stockholder hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1)Agreement, none of neither the Sellers, the Company, PubCo, Merger Sub and New SubCo or Stockholder nor any of their respective its Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any ), regardless of whether such claim that arises as a result of, in connection with, with or relating to in any way to, this Agreement or the Transaction Documents or any proposed or actual business relationship between GCAC or its Representatives, on the one hand, and the Stockholder or its Representatives, on the other hand, or any other Transaction Documentmatter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under (any Transaction Document (collectively, and all such claims are collectively referred to hereafter as the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, The Stockholder on behalf of itself and its Affiliates, Affiliates hereby irrevocably waives any Released Claims Each of that the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder or any of their respective its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations or Contracts with GCAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with for any Released Claims reason whatsoever (including for an alleged breach of this Agreement or any other Transaction Documentagreement with GCAC or its Affiliates). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo The Stockholder agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror GCAC and its Affiliates to induce Acquiror GCAC to enter into the Transaction Documentsin this Agreement, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder and each of their respective its Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder or any of their respective its Affiliates commences any action or proceeding based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to GCAC or its Representatives, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror GCAC or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCoStockholder’s and each of their respective its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder or any of their respective its Affiliates (or any person Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo Stockholder or any of their respective its Affiliates commences any action or proceeding based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to GCAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public ShareholdersStockholders of GCAC, whether in the form of money damages or injunctive relief or otherwiserelief, Acquiror GCAC and its Representatives, as applicable, shall be entitled to recover Sellers, from the Company, PubCo, Merger Sub Stockholder and New SubCo and their respective its Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror GCAC or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Trust Account Waiver. Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants BT Entities acknowledges that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established PubCo is a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously blank check company with the IPO (including interest accrued from time powers and privileges to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of effect a Business Combination. Each of the SellersBT Entities further acknowledges that, as described in the prospectus dated February 22, 2022 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of PubCo assets consist of the cash proceeds of PubCo’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of PubCo, certain of its public stockholders and the underwriters of PubCo’s initial public offering (the “Trust Account”). Each of the BT Entities acknowledges that it has been advised by PubCo that, except with respect to interest earned on the funds held in the Trust Account that may be released to PubCo to pay its Tax and similar obligations, the CompanyTrust Agreement provides that cash in the Trust Account may be disbursed only (i) if PubCo completes the transaction which constitutes a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if PubCo fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to PubCo in limited amounts to permit PubCo to pay the costs and expenses of its liquidation and dissolution, and then to PubCo’s public stockholders; and (iii) if PubCo holds a stockholder vote to amend PubCo’s amended and restated certificate of incorporation to modify the substance or timing of the obligation to redeem 100% of PubCo Common Stock (prior to the Closing) if PubCo fails to complete a Business Combination within the allotted time period, Merger Sub then for the redemption of any PubCo Common Stock (prior to the Closing) properly tendered in connection with such vote. For and New SubCo in consideration of PubCo entering into this Agreement, the receipt and sufficiency of which are hereby agrees acknowledged, each of the BT Entities, on behalf of itself themselves and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates Affiliates, hereby agree that they do not now or have and shall not at any time hereafter have have, and irrevocably waive any right, title, interest or claim of any kind they or any of their respective Affiliates have or may have in the future, in or to any monies in the Trust Account or distributions therefrom, or make any claim therefrom and agree not to seek recourse against the Trust Account (including or any distributions therefrom) in connection with any claim that arises funds distributed therefrom as a result of, in connection witharising out of, or relating to this Agreement and any negotiations, Contracts or agreements with PubCo or any other Transaction Documentmatter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”)liability. Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo BT Entities agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates PubCo to induce Acquiror PubCo to enter into the Transaction Documentsin this Agreement, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo BT Entities further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo such party and each of their respective its Affiliates under applicable Law. To Notwithstanding the extent foregoing, (x) nothing in this Section 11.1 shall serve to limit or prohibit BT Assets and the SellersBT Companies’ right to pursue a claim against PubCo for legal relief against monies or other assets held outside the Trust Account (other than distributions therefrom directly or indirectly to PubCo’s public stockholders), for specific performance or other equitable relief in connection with the Company, consummation of the Transactions (including a claim for PubCo to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the PubCo Share Redemptions) to BT Assets in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect PubCo, Merger Sub ’s ability to fulfill its obligation to effectuate the PubCo Share Redemptions and New SubCo (y) nothing in this Section 11.1 shall serve to limit or prohibit any claims that BT Assets or any of their respective Affiliates commences any action the BT Companies may have in the future against PubCo’s assets or proceeding based upon, funds that are not held in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against funds that have been released from the Trust Account (including and any distributions therefrom) assets that have been purchased or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such actionfunds, in but excluding distributions from the event Acquiror Trust Account directly or its Representatives, as applicable, prevails in such action or proceedingindirectly to PubCo’s public stockholders).

Trust Account Waiver. Each The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated February 4, 2021 (the “Prospectus”) available at wxx.xxx.xxx, substantially all of Acquiror assets consist of the Sellers, cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account for the benefit of Acquiror, certain of its public shareholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired ). The Company acknowledges that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: ; (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s organizational documents, public shareholders; and (ciii) if Acquiror holds a shareholder vote to amend Acquiror’s Governing Documents to modify the substance or timing of the obligation to allow redemption in connection with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of a Business CombinationCombination or to redeem one hundred percent (100%) of Acquiror Class A Shares if Acquiror fails to complete a Business Combination within the allotted time period, then for the redemption of any Acquiror Class A Shares properly tendered in connection with such vote. Each For and in consideration of the SellersAcquiror entering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in funds). This Section 11.1 shall survive the event Acquiror or its Representatives, as applicable, prevails in such action or proceeding.termination of this Agreement for any reason. 91

Trust Account Waiver. Each Reference is made to the final prospectus of the SellersIssuer, filed with the Company, PubCo, Merger Sub Securities and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxxExchange Commission (File No. 333-251521) (the “Prospectus”), and dated as of January 14, 2021. Subscriber understands that Acquiror the Issuer has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including collectively, with interest accrued from time to time thereon, the “Trust Account”) initially in an approximate amount of $276 million for the benefit of Acquirorthe Issuer’s public shareholders stockholders (the “Public Stockholders”) and certain parties (including the public shareholders underwriters of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), IPO) and that, except as otherwise described with respect to interest earned on the funds held in the Acquiror IPO ProspectusTrust Account that may be released to the Issuer to pay its taxes, Acquiror if any, the Issuer may disburse monies from the Trust Account only: (ai) to the Public Shareholders Stockholders if they elect to redeem Class A Shares in connection with respect the consummation of the Issuer’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an amendment to Acquiror Share Redemptionsthe Issuer’s certificate of incorporation, (bii) to the Public Shareholders Stockholders if Acquiror the Issuer fails to consummate a Business Combination within 12 18 months after from the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (diii) to Acquiror the Issuer after or concurrently with the consummation of a Business Combination. Each For and in consideration of the SellersIssuer entering into this Agreement, the Companyreceipt and sufficiency of which is hereby acknowledged, PubCo, Merger Sub and New SubCo Subscriber hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have irrevocably waives any right, title, interest or claim of any kind in or to any monies in the Trust Account now or in the future (or distributions therefrom, or make any claim against therefrom other than distributions to the Trust Account (including any distributions therefromIssuer) in connection with any claim that arises as a result of, in connection with, or relating respect to claims arising out of this Agreement or any other Transaction DocumentSubscription Agreement, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectivelyliability, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefromtherefrom other than distributions to the Issuer) for such claims arising out of this Subscription Agreement or the transactions contemplated hereby; provided, however, that nothing in this Section 8 shall (i) serve to limit or prohibit the Subscriber’s right to pursue a claim against the Issuer for legal relief against assets held outside the Trust Account (so long as such claim would not affect the Issuer’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Issuer), for specific performance or other equitable relief in connection with this Subscription Agreement to the extent permitted hereunder, (ii) serve to limit or prohibit any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of claims that the Sellers, Subscriber may have in the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable future against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo Issuer’s assets or any of their respective Affiliates commences any action or proceeding based upon, funds that are not held in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against funds that have been released from the Trust Account (including and any distributions therefrom) assets that have been purchased or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such actionfunds) (so long as such claim would not affect the Issuer’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Issuer) or (iii) be deemed to limit the Subscriber’s right, in title, interest or claim to the event Acquiror Trust Account by virtue of the Subscriber’s record or its Representatives, as applicable, prevails in such action or proceedingbeneficial ownership of Class A Shares acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo The Subscriber hereby represents and warrants that it has read Acquiror IPO the SPAC Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquirorthe Company’s public shareholders stockholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public ShareholdersStockholders”), and that, except as otherwise described in the Acquiror IPO SPAC Prospectus, Acquiror the Company may disburse monies from the Trust Account only: (a) to the Public Shareholders Stockholders in the event they elect to redeem their Company shares in connection with respect the consummation of the Company’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to Acquiror Share Redemptionsconsummate a Business Combination, (b) to the Public Shareholders Stockholders if Acquiror the Company fails to consummate a Business Combination within 12 24 months after the closing of the IPO, subject to extension IPO (as such date may be extended by an amendment to Acquirorthe Company’s organizational documents), (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses expenses, or (d) to Acquiror the Company after or concurrently with the consummation of a Business Combination. Each For and in consideration of the SellersCompany entering into this Subscription Agreement, and for other good and valuable consideration, the Companyreceipt and sufficiency of which is hereby acknowledged, PubCo, Merger Sub and New SubCo the Subscriber hereby agrees on behalf of itself and its Affiliates that, that notwithstanding anything to the contrary contained in this Agreement (other than in Section 9.1)Subscription Agreement, none of the Sellers, the Company, PubCo, Merger Sub Subscriber does not now and New SubCo or any of their respective Affiliates do now or shall not at any time hereafter have have, and waives any and all right, titletitle and interest, interest or claim any claims of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, in or to any monies held in the Trust Account (or any distributions therefromtherefrom directly or indirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account (including any distributions therefrom) in connection with any claim that arises or Public Distributions as a result of, in connection withor arising out of, this Subscription Agreement, the transactions contemplated hereby or relating to this Agreement or any other Transaction Documentthe Subscriber Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Lawliability. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates Subscriber commences any action or proceeding based upon, in connection with with, as a result of or relating to any Released Claimarising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror the Company or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Subscriber hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCoSubscriber’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates Subscriber (or any person claiming on any of their behalves its behalf or in lieu of any of themit) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In Notwithstanding anything else in this Section 9 to the event contrary, nothing herein shall (x) serve to limit or prohibit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating Subscriber’s right to any Released Claim, which proceeding seeks, in whole or in part, pursue a claim against Company for legal relief against assets held outside the Trust Account, (y) serve to limit or prohibit any claims that the Subscriber may have in the future against Company’s assets or funds that are not held in the Trust Account (including any distributions therefrom) or funds that have been released from the Public ShareholdersTrust Account to the Company (excluding, whether in for the form avoidance of money damages or injunctive relief or otherwisedoubt, Acquiror and its Representatives, as applicable, shall be entitled funds released to recover Sellers, redeeming stockholders of the Company, PubCo, Merger Sub ) and New SubCo and their respective Affiliates the associated legal fees and costs in connection any assets that have been purchased or acquired with any such actionfunds), in or (z) be deemed to limit the event Acquiror Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock acquired by any means other than pursuant to this Subscription Agreement, including to any redemption right with respect to any such securities of the Company. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its Representativesand its affiliate’s respective directors, as applicableofficers, prevails in such action or proceedingemployees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Each of the SellersNotwithstanding anything else in this Agreement, the CompanyGroup Companies acknowledge that they have read the prospectus dated May 11, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account 2017 (the “Trust Account”) containing the proceeds of its initial public offering (the “IPOProspectus”) and understand that Modern Media has established the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) Trust Account for the benefit of AcquirorModern Media’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), stockholders and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror that Modern Media may disburse monies from the Trust Account only: only (a) to the Public Shareholders with respect Modern Media in limited amounts from time to Acquiror Share Redemptionstime in order to permit Modern Media to pay its operating expenses, (b) if Modern Media completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Public Shareholders Prospectus, and (c) if Acquiror Modern Media fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to AcquirorModern Media in limited amounts to permit Modern Media to pay the costs and expenses of its liquidation and dissolution, and then to Modern Media’s organizational documentspublic stockholders. All liabilities and obligations of Modern Media due and owing or incurred at or prior to the Closing shall be paid as and when due, including all amounts payable (x) to Modern Media’s public stockholders in the event they elect to have their shares redeemed in accordance with Modern Media’s Organizational Documents and/or the liquidation of Modern Media, (cy) with respect to any interest earned on Modern Media after, or concurrently with, the consummation of a Business Combination, and (z) to Modern Media in limited amounts for its operating expenses and tax obligations incurred in the Ordinary Course. The Group Companies and the Company Shareholders further acknowledge that, if the Transactions (or, upon termination of this Agreement, another Business Combination) are not consummated by February 17, 2019 (or the Additional Extension Deadline if the time to complete a Business Combination is extended pursuant to the Extension Proxy Statement), Modern Media will be obligated to return to its stockholders the amounts being held in the Trust Account, amounts necessary unless such date is otherwise extended. Upon the Closing, Modern Media shall cause the Trust Account to pay for any taxes be disbursed to Modern Media and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of a Business Combinationas otherwise contemplated by this Agreement. Each of the SellersAccordingly, the CompanyGroup Companies and the Company Shareholders, PubCo, Merger Sub for each of themselves and New SubCo hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Subsidiaries, Affiliates do now and affiliated entities, advisors, stockholders or shall at any time hereafter have any rightother Representatives, hereby waive all rights, title, interest or claim of any kind in or to any monies in collect from the Trust Account or distributions therefromany monies that may be owed to them by Modern Media for any reason whatsoever, or make any claim against the Trust Account (including any distributions therefrom) in connection with any claim that arises as for a result of, in connection with, or relating to breach of this Agreement by Modern Media or any other Transaction Documentnegotiations, regardless of agreements or understandings with Modern Media (whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future past, present or future), and will not seek recourse against the Trust Account at any time for any reason whatsoever, in each case except as expressly contemplated by this Agreement; provided, that (including any distributions therefromi) in connection with any Released Claims (including nothing herein shall serve to limit or prohibit the Group Companies’ right to pursue a claim against Modern Media for an alleged breach of this Agreement legal relief against assets held outside the Trust Account, for specific performance or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documentsequitable relief, and each of (ii) nothing herein shall serve to limit or prohibit any claims that the Sellers, Group Companies may have in the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable future against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo Modern Media’s assets or any of their respective Affiliates commences any action or proceeding based upon, funds that are not held in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against funds that have been released from the Trust Account (including and any distributions therefrom) assets that have been purchased or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in funds). This paragraph will survive the event Acquiror or its Representatives, as applicable, prevails in such action or proceeding.termination of this Agreement for any reason. [Signatures follow on next page]

Trust Account Waiver. Reference is made to the final prospectus of Acquiror, filed with the SEC (File No. 333-259422) on October 4, 2021 (the “Prospectus”). Each of the Sellers, the Company, PubCo, Merger Sub XxXxxxx Company acknowledges and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, agrees and understands that Acquiror has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO such initial public offering (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held only in the Trust Accountexpress circumstances described in the Prospectus. For and in consideration of Acquiror entering into this Agreement, amounts necessary to pay and for any taxes other good and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of a Business Combination. Each of the Sellersvaluable consideration, the Companyreceipt and sufficiency of which are hereby acknowledged, PubCoNewco, Merger Sub and New SubCo each XxXxxxx Company hereby agrees on behalf of itself and its Affiliates Representatives that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1)Agreement, none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or neither such Party nor any of their respective Affiliates do its Representatives does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any ), regardless of whether such claim that arises as a result of, in connection with, with or relating to in any way to, this Agreement or any proposed or actual business relationship between Acquiror or any of its Representatives, on the one hand, and, Newco, Merger Sub or such XxXxxxx Company or any of its Representatives, on the other Transaction Documenthand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under (any Transaction Document (collectively, and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Each of the Sellers, the Company, PubCoNewco, Merger Sub and New SubCoeach XxXxxxx Company, on its own behalf and on behalf of itself and its AffiliatesRepresentatives, hereby irrevocably waives any Trust Account Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo that it or any of their respective Affiliates its Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, or Contracts with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with for any Released Claims reason whatsoever (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection agreement with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein). In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceeding.* * * * *

Trust Account Waiver. Each of the Sellers, Members and the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands Company acknowledge that Acquiror has established is a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously blank check company with the IPO (including interest accrued from time powers and privileges to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of effect a Business Combination. Each of the SellersMembers and the Company further acknowledge that, as described in the prospectus dated March 11, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a the trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”). Each of the Members and the Company acknowledge that it has been advised by Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the CompanyTrust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, PubCothen to those Persons and in such amounts as described in the Prospectus; (ii) if Acquiror fails to complete a Business Combination within the allotted time period and liquidates, Merger Sub and New SubCo hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything subject to the contrary in this Agreement (other than in Section 9.1), none terms of the SellersTrust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s public stockholders; and (iii) if Acquiror holds a stockholder vote to amend Acquiror’s amended and restated certificate of incorporation to modify the substance or timing of the obligation to allow redemption in connection with a Business Combination or to redeem 100% of Acquiror Common Stock if Acquiror fails to complete a Business Combination within the allotted time period, then for the redemption of any Acquiror Common Stock properly tendered in connection with such vote. For and in consideration of Acquiror entering into this Agreement, the Companyreceipt and sufficiency of which are hereby acknowledged, PubCo, Merger Sub each of the Members and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have the Company hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided, that (x) nothing herein shall serve to limit or prohibit a Member’s or the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to a Member or the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that a Member or the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Reference is made to the final prospectus of SPAC, filed with the SEC (File No. 001-40810) on September 14, 2021 (the “SPAC Prospectus”) and the SPAC Memorandum and Articles of Association. Each of the SellersCompany Parties acknowledges, the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, agrees and understands that Acquiror SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public TABLE OF CONTENTS​ offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AcquirorSPAC’s public shareholders (including the public shareholders of the overallotment shares acquired by AcquirorSPAC’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Acquiror IPO SPAC Prospectus, Acquiror SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their SPAC Class A Shares in connection with respect the consummation of SPAC’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with the approval of certain amendments to Acquiror Share Redemptionsthe SPAC Memorandum and Articles of Association, (b) to the Public Shareholders if Acquiror SPAC fails to consummate a Business Combination within 12 eighteen (18) months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay for any taxes franchise and up to $100,000 in dissolution expenses income taxes, or (d) to Acquiror SPAC after or concurrently with the consummation of a Business Combination. Each For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Company Parties hereby agrees on behalf of itself itself, its shareholders, and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the SellersCompany Party, the Company, PubCo, Merger Sub and New SubCo or its shareholders nor any of their respective its Affiliates do does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any ), regardless of whether such claim that arises as a result of, in connection with, with or relating to in any way to, this Agreement or any proposed or actual business relationship between SPAC or any of its Representatives, on the one hand, and the Company or any of its Representatives or Affiliates, on the other Transaction Documenthand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under (any Transaction Document (collectively, and all such claims are collectively referred to hereafter as the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, Company Party on behalf of itself itself, its shareholders and its Affiliates, Affiliates hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo that it or any of their respective its Representatives or Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with for any Released Claims reason whatsoever (including for an alleged breach of any agreement with SPAC or its Affiliates). This Section 8.18 shall survive the termination of this Agreement or for any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason. In the event that, following the Sellersvalid termination of this Agreement, the Company, PubCo, Merger Sub and New SubCo a Company Party or any of their respective its controlled Affiliates commences any action Proceeding against or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against involving the Trust Account (including any distributions therefrom) or the Public ShareholdersAccount, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, SPAC shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated from such Person its reasonable out of pocked legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingProceeding.

Trust Account Waiver. Each of the SellersNotwithstanding anything else in this Subscription Agreement, the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants Subscriber acknowledges that it he has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxxthe prospectus dated February 6, 2019 (the “Prospectus”) and understands that Acquiror Monocle has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders the stockholders of Monocle (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public ShareholdersMonocle Stockholders”), ) and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror that Monocle may disburse monies from the Trust Account only: only (a) to the Public Shareholders with respect Monocle in limited amounts from time to Acquiror Share Redemptionstime in order to permit Monocle to pay its operating expenses, (b) if Monocle completes the transactions which constitute its initial business combination, then to those persons and in such amounts as described in the Prospectus, and (c) if Monocle fails to complete its initial business combination within the allotted time period and liquidates to Monocle in limited amounts to permit Monocle to pay the costs and expenses of its liquidation and dissolution, and then to the Public Shareholders if Acquiror fails Monocle Stockholders. All liabilities and obligations of Monocle due and owing or incurred at or prior to consummate a Business Combination within 12 months after the closing of its initial business combination shall be paid as and when due, including all amounts payable (x) to the IPO, subject Monocle Stockholders in the event they elect to extension by an amendment to Acquirorhave their shares redeemed in accordance with Monocle’s organizational documentscertificate of incorporation (the “Monocle Charter”) and/or the liquidation of Monocle, (cy) to Monocle after, or concurrently with, the consummation of its initial business combination, and (z) to Monocle in limited amounts for its operating expenses and tax obligations incurred in the ordinary course of business consistent with respect past practice. Subscriber further acknowledge that, if the transactions contemplated by the Transaction Agreement (or, upon termination of the Transaction Agreement, another business combination) are not consummated by February 11, 2021, or such date as determined by amending the Monocle Charter, Monocle will be obligated to any interest earned on return to the Monocle Stockholders the amounts being held in the Trust Account, amounts necessary unless such date is otherwise extended. Upon the Transaction Closing, Monocle shall cause the Trust Account to pay for any taxes be disbursed to the Company and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with as otherwise contemplated by the consummation of a Business CombinationTransaction Agreement. Each of the SellersAccordingly, the CompanySubscriber, PubCofor himself and his representatives, Merger Sub advisors and New SubCo hereby agrees on behalf of itself all other associates and its Affiliates that, notwithstanding anything to the contrary in this Agreement affiliates (other than in Section 9.1each a “Subscriber Related Party”), none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have any righthereby waive all rights, title, interest or claim of any kind in or to any monies in collect from the Trust Account any monies that may be owed to them by Monocle or distributions therefromthe Company for any reason whatsoever arising out of this Subscription Agreement, including for a breach of this Subscription Agreement by Monocle or make the Company or any claim against negotiations, agreements or understandings with Monocle or the Trust Account Company (including any distributions therefromwhether in the past, present or future) in connection with any claim that arises as this Subscription Agreement (each a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released ClaimsClaim”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with such Claims at any Released time for any reason whatsoever; provided, that (i) nothing herein shall serve to limit or prohibit a Subscriber Related Party’s right to pursue a Claim against Monocle or the Company for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, and (ii) nothing herein shall serve to limit or prohibit any Claims (including for an alleged breach of this Agreement that a Subscriber Related Party may have in the future against Monocle or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges ’s assets or funds that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, are not held in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against funds that have been released from the Trust Account (including and any distributions therefrom) assets that have been purchased or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such actionfunds), in or otherwise by virtue of such Subscriber Related Party’s record or beneficial ownership of securities of the event Acquiror or its RepresentativesCompany acquired by any means other than pursuant to this Subscription Agreement, as applicableincluding, prevails in but not limited to, any redemption right with respect to any such action or proceedingsecurities of the Company. This paragraph will survive the termination of this Subscription Agreement for any reason.

Trust Account Waiver. Each The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated March 18, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror’s assets consist of the Sellers, cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account for the benefit of Acquiror, certain of its public shareholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired ). The Company acknowledges that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror Share Redemptions, ; (b) to the Public Shareholders if Acquiror fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s organizational documents, public shareholders; and (c) if Acquiror holds a shareholder vote to amend Acquiror’s amended and restated memorandum and articles of association (i) to modify the substance or timing of the obligation to allow for the redemption of any Acquiror Common Shares in connection with a Business Combination or to redeem 100% of Acquiror Common Shares if Acquiror fails to complete a Business Combination within the allotted time period or (ii) with respect to any interest earned on other provision relating to shareholders’ rights or pre-initial Business Combination activity, then for the amounts held redemption of any Acquiror Common Shares properly tendered in the Trust Account, amounts necessary to pay for any taxes connection with such vote. For and up to $100,000 in dissolution expenses or (d) to consideration of Acquiror after or concurrently with the consummation of a Business Combination. Each of the Sellersentering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to any monies in the Trust Account and agrees it shall not have the right of setoff and that it shall not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants VS Entities acknowledges that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established Horizon is a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously blank check company with the IPO (including interest accrued from time powers and privileges to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of effect a Business Combination. Each of the SellersVS Entities further acknowledges that, as described in the prospectus dated August 20, 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Horizon assets consist of the cash proceeds of Horizon’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of Horizon, certain of its public stockholders and the underwriters of Horizon’s initial public offering (the “Trust Account”). Each of the VS Entities acknowledges that it has been advised by Horizon that, except with respect to interest earned on the funds held in the Trust Account that may be released to Horizon to pay its Tax and similar obligations, the CompanyTrust Agreement provides that cash in the Trust Account may be disbursed only (i) if Horizon completes the transaction which constitutes a Business Combination, PubCothen to those Persons and in such amounts as described in the Prospectus; (ii) if Horizon fails to complete a Business Combination within the allotted time period and liquidates, Merger Sub subject to the terms of the Trust Agreement, to Horizon in limited amounts to permit Horizon to pay the costs and New SubCo expenses of its liquidation and dissolution, and then to Horizon’s public stockholders; and (iii) if Horizon holds a stockholder vote to amend Horizon’s amended and restated memorandum and articles of association to modify the substance or timing of the obligation to redeem 100% of Horizon Common Stock (prior to the Effective Time) if Horizon fails to complete a Business Combination within the allotted time period, then for the redemption of any Horizon Common Stock (prior to the Effective Time) properly tendered in connection with such vote. For and in consideration of Horizon entering into this Agreement, the receipt and sufficiency of which are hereby agrees acknowledged, each of the VS Entities, on behalf of itself themselves and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates Affiliates, hereby agree that they do not now or have and shall not at any time hereafter have have, and irrevocably waive any right, title, interest or claim of any kind they or any of their respective Affiliates have or may have in the future, in or to any monies in the Trust Account or distributions therefrom, or make any claim therefrom and agree not to seek recourse against the Trust Account (including or any distributions therefrom) in connection with any claim that arises funds distributed therefrom as a result of, in connection witharising out of, or relating to this Agreement and any negotiations, Contracts or agreements with Horizon or any other Transaction Documentmatter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”)liability. Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo VS Entities agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates Horizon to induce Acquiror Horizon to enter into the Transaction Documentsin this Agreement, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo VS Entities further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo such party and each of their respective its Affiliates under applicable Law. To Notwithstanding the extent foregoing, (x) nothing herein shall serve to limit or prohibit Topco and the SellersVS Companies’ right to pursue a claim against Horizon for legal relief against monies or other assets held outside the Trust Account (other than distributions therefrom directly or indirectly to Horizon’s public stockholders), for specific performance or other equitable relief in connection with the Company, PubCo, Merger Sub consummation of the Transactions (including a claim for Horizon to specifically perform its obligations under this Agreement and New SubCo cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Horizon Share Redemptions) to Topco in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Horizon’s ability to fulfill its obligation to effectuate the Horizon Share Redemptions and (y) nothing herein shall serve to limit or prohibit any claims that Topco or any of their respective Affiliates commences any action the VS Companies may have in the future against Horizon’s assets or proceeding based upon, funds that are not held in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against funds that have been released from the Trust Account (including and any distributions therefrom) assets that have been purchased or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such actionfunds, in but excluding distributions from the event Acquiror Trust Account directly or its Representatives, as applicable, prevails in such action or proceedingindirectly to Horizon’s public stockholders).

Trust Account Waiver. Each The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated September 16, 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror assets consist of the Sellers, cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired ). The Company acknowledges that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: ; (aii) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s organizational documents, public stockholders; and (ciii) with respect if Acquiror holds a shareholder vote to any interest earned on amend Acquiror’s amended and restated memorandum and articles of association to modify the amounts held in substance or timing of the Trust Account, amounts necessary obligation to pay for any taxes and up redeem 100% of Acquiror Common Shares if Acquiror fails to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of complete a Business CombinationCombination within the allotted time period, then for the redemption of any Acquiror Common Shares properly tendered in connection with such vote. Each For and in consideration of the SellersAcquiror entering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedingfunds).

Trust Account Waiver. Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo The Investor hereby represents and warrants that it has read Acquiror IPO Prospectus SPAC’s prospectus relating to its initial public offering dated December 16, 2021 (the “Prospectus”) available at xxx.xxx.xxxxxx, xxx.xxx.xxx and understands that Acquiror SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AcquirorSPAC’s public shareholders (including the public shareholders of the overallotment shares acquired by AcquirorSPAC’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Acquiror IPO Prospectus, Acquiror SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their shares of SPAC in connection with respect the consummation of SPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to Acquiror Share Redemptionsconsummate a Business Combination, (b) to the Public Shareholders if Acquiror SPAC fails to consummate a Business Combination within 12 18 months after the closing of the IPO, subject to extension by an amendment to AcquirorSPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay for any taxes and up to $100,000 in dissolution expenses taxes, or (d) to Acquiror SPAC after or concurrently with the consummation of a Business Combination. Each For and in consideration of the SellersSPAC entering into this Subscription Agreement, and for other good and valuable consideration, the Companyreceipt and sufficiency of which is hereby acknowledged, PubCo, Merger Sub and New SubCo the Investor hereby agrees on behalf of itself and its Affiliates affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1)Subscription Agreement, none of neither the Sellers, the Company, PubCo, Merger Sub and New SubCo or Investor nor any of their respective Affiliates its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) in connection with any ), regardless of whether such claim that arises as a result of, in connection with, with or relating to in any way to, this Subscription Agreement or any other Transaction Documentmatter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, The Investor on behalf of itself and its Affiliates, affiliates hereby irrevocably waives any Released Claims Each of that the Sellers, the Company, PubCo, Merger Sub and New SubCo Investor or any of their respective Affiliates its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with for any Released Claims reason whatsoever (including for an alleged breach of this Subscription Agreement or any other Transaction Documentagreement with SPAC or its affiliates). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo The Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by Acquiror SPAC and its Affiliates affiliates to induce Acquiror SPAC to enter into the Transaction Documentsin this Subscription Agreement, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Investor further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo Investor and each of their respective Affiliates its affiliates under applicable Lawlaw. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo Investor or any of their respective Affiliates its affiliates commences any action or proceeding based upon, in connection with or with, relating to or arising out of any Released Claimmatter relating to SPAC or its Representatives (as defined below), which action or proceeding seeks, in whole or in part, monetary relief against Acquiror SPAC or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo Investor hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCoInvestor’s and each of their respective Affiliatesits affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo Investor or any of their respective Affiliates its affiliates (or any person claiming on any of their behalves behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In Notwithstanding the event foregoing, this Section 11 shall not affect any rights the Sellers, the Company, PubCo, Merger Sub and New SubCo Investor or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating its affiliates may have to any Released Claim, which proceeding seeks, in whole or in part, relief against receive distributions from the Trust Account (including any distributions therefrom) in their capacities as Public Shareholders upon the redemption of their shares or the Public Shareholdersliquidation of SPAC if it does not consummate a Business Combination prior to its deadline to do so. For purposes of this Subscription Agreement, whether in the form of money damages or injunctive relief or otherwise, Acquiror “Representatives” with respect to any person shall mean such person’s affiliates and its Representativesand its affiliate’s respective directors, as applicableofficers, shall be entitled employees, consultants, advisors, agents and other representatives. Notwithstanding anything to recover Sellersthe contrary contained in this Subscription Agreement, the Company, PubCo, Merger Sub provisions of this Section 11 shall survive the Closing or any termination of this Subscription Agreement and New SubCo and their respective Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceedinglast indefinitely.

Trust Account Waiver. Each The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated April 21, 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror assets consist of the Sellers, cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that it has read Acquiror IPO Prospectus available at xxx.xxx.xxxxxx, and understands that Acquiror has established a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired ). The Company acknowledges that it has been advised by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as otherwise described in the Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror Share Redemptions, ; (b) to the Public Shareholders if Acquiror fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by an amendment the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s organizational documents, public stockholders; and (c) with respect if Acquiror holds a shareholder vote to any interest earned on amend Acquiror’s amended and restated memorandum and articles of association to modify the amounts held in substance or timing of the Trust Account, amounts necessary obligation to pay for any taxes and up redeem 100% of Acquiror Common Shares if Acquiror fails to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of complete a Business CombinationCombination within the allotted time period, then for the redemption of any Acquiror Common Shares properly tendered in connection with such vote. Each For and in consideration of the SellersAcquiror entering into this Agreement, the Company, PubCo, Merger Sub receipt and New SubCo sufficiency of which are hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellersacknowledged, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates do now or shall at any time hereafter have Company hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or distributions therefromany funds distributed therefrom as a result of, or make arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any distributions therefrom) in connection with any claim funds that arises as a result of, in connection with, or relating to this Agreement or any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of been released from the Trust Account and any assets that such claim shall not permit the Sellers, the Company, PubCo, Merger Sub and New SubCo have been purchased or any of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection acquired with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceeding.funds). 101