Common use of Trust Fund Waiver Clause in Contracts

Trust Fund Waiver. Reference is made to the final prospectus of the Company dated October 24, 2013 (File No. 333-191195) (the “Prospectus”). The Purchaser warrants and represents that it has read the Prospectus and understands that Company has established the Trust Fund containing the proceeds of the IPO initially in the amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000) for the benefit of the Company’s public stockholders and certain other parties (including the underwriters of the IPO) and that the Company may disburse monies from the Trust Fund, including any proceeds therefrom, only as provided in the Prospectus. For and in consideration of the Company agreeing to enter into this Agreement, the Purchaser agrees that, notwithstanding any provisions contained in this Agreement, the Purchaser does not now have, and shall not at any time prior to the Closing have, any claim to, or make any claim against, the Trust Fund, any asset contained therein or any Additional Person, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between STG or any of its Subsidiaries, on the one hand, and the Company, on the other hand, this Agreement or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser (for itself and on behalf of its Affiliates and direct and indirect subsidiaries and stockholders, and its and their respective successors and assigns, and any Person claiming by or through the Purchaser) hereby irrevocably waives any and all rights, titles, interests and claims of any kind that the Purchaser may have, now or in the future (in each case, however, prior to the consummation of a business combination), and shall not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, the Trust Fund or any Additional Person for any reason whatsoever in respect thereof. The Purchaser agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter into this Agreement. The Purchaser further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding seeks, in whole or in part, monetary relief against the Company or any Additional Person, the Purchaser hereby acknowledges and agrees that the Purchaser’s sole remedy shall be against the Company’s funds held outside of the Trust Fund and that such claim shall not permit the Purchaser (or any party claiming on the Purchaser’s behalf or in lieu of the Purchaser) to have any claim against any Additional Person or the Trust Fund or any amounts contained therein. In the event that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding seeks, in whole or in part, relief against the Trust Fund, the Company’s public stockholders or any Additional Person, whether in the form of money damages or injunctive relief, the Company shall be entitled to recover from the Purchaser the associated legal fees and costs in connection with any such action, in the event the Company prevails in such action or Proceeding.

Trust Fund Waiver. Reference is made to the final prospectus of the Company Chart dated October 24December 13, 2013 2012 (File No. 333-191195177280) (the “Prospectus”) relating to Chart’s initial public offering (the “IPO”). The Purchaser Investor represents and warrants and represents that it the Investor has read the Prospectus and understands that Company Chart has established the Trust Fund (as defined in the Merger Agreement) containing the proceeds of the IPO initially in the amount of at least Seventy-Two Five Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,00075,000,000) for the benefit of the CompanyChart’s public stockholders and certain other parties (including the underwriters of the IPO) and that the Company Chart may disburse monies from the Trust Fund, including any proceeds therefrom, only as provided in the Prospectus. For and in consideration of the Company Chart agreeing to enter into this AgreementAgreement and for other good and valuable consideration, the Purchaser receipt and sufficiency of which is hereby acknowledged, the Investor agrees (for itself and on behalf of its affiliates and direct and indirect subsidiaries and equity holders, and its and their respective successors and assigns, and any other Indemnitee or other Person claiming by or through the Investor) that, notwithstanding any provisions contained in this Agreement, the Purchaser Investor does not now have, and shall not at any time prior to the Closing Time have, any right, title, interest or claim of any kind in or to, or make any claim against, the Trust Fund, Fund or any asset contained therein (or any Additional Persondistribution therefrom occurring prior to the Closing Time in accordance with the terms of the Trust Agreements (as defined in the Merger Agreement)), regardless of whether such claim arises as a result of, in connection with or relating in any way to, the any proposed or actual business relationship between STG or any of its Subsidiariesthe Investor, on the one hand, and the CompanyChart or its subsidiaries, on the other hand, this Agreement Agreement, any other Exchange Document or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser Investor (for itself and on behalf of its Affiliates affiliates and direct and indirect subsidiaries and stockholdersequity holders, and its and their respective successors and assigns, and any other Indemnitee or other Person claiming by or through the PurchaserInvestor) hereby irrevocably waives any and all rights, titles, interests and claims of any kind that the Purchaser Investor may have, now or in the future (in each case, however, prior to the consummation of a business combinationClosing Time), and shall not take any action or suit, make any claim or demand or seek recovery of any Liability liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or other recourse against, the Trust Fund (or any Additional Person distribution therefrom occurring prior to the Closing Time in accordance with the terms of the Trust Agreements) for any reason whatsoever in respect thereof. The Purchaser Investor agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Chart and its affiliates to induce it them to enter into this Agreement. The Purchaser Investor further intends and understands such waiver to be valid, binding and enforceable under applicable Lawlaw. To the extent that the Purchaser Investor commences any action action, litigation or other legal proceeding (a “Proceeding”) based upon, in connection with, relating to or arising out of any matter relating to Chart, which Proceeding seeks, in whole or in part, monetary relief against Chart, the Investor hereby acknowledges and agrees the Investor’s sole remedy shall be against funds held outside of the Trust Fund and that such claim shall not permit the Investor (or any party claiming on the Investor’s behalf or in lieu of the Investor) to have any claim against the Trust Fund or any amounts contained therein (or any distribution therefrom occurring prior to the Closing in accordance with the terms of the Trust Agreements). In the event that the Investor commences any Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding seeks, in whole or in part, monetary relief against the Company or any Additional Person, the Purchaser hereby acknowledges and agrees that the Purchaser’s sole remedy shall be against the Company’s funds held outside of the Trust Fund and that such claim shall not permit the Purchaser (or any party claiming on the Purchaser’s behalf or in lieu of the Purchaser) to have any claim against any Additional Person or the Trust Fund or any amounts contained therein. In the event that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional PersonChart, which Proceeding seeks, in whole or in part, relief against the Trust Fund, Fund (or any distribution therefrom occurring prior to the CompanyClosing in accordance with the terms of the Trust Agreements) or Chart’s public stockholders or any Additional Personstockholders, whether in the form of money damages or injunctive relief, the Company Chart shall be entitled to recover from the Purchaser Investor the associated legal fees and costs in connection with any such action, Proceeding in the event the Company Chart prevails in such action or Proceeding. For the avoidance of doubt, nothing in this Section 16(l) shall affect the right of the Investor or its direct or indirect subsidiaries or equity holders, or its or their respective successors or assigns, or any other Indemnitee or other Person claiming by or through the Investor, to redeem any issued and outstanding securities of Chart held by such Person in accordance with the Prospectus and Chart’s certificate of incorporation, as amended.

Trust Fund Waiver. Reference is made to the final prospectus of the Company Parent, dated October 24November 29, 2013 (File No. 333-191195) 2007 (the “Prospectus”). The Purchaser warrants and represents that it has read Company understands that, except for a portion of the Prospectus and understands that Company has established interest earned on the amounts held in the Trust Fund containing the proceeds of the IPO initially in the amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000) for the benefit of the Company’s public stockholders and certain other parties (including the underwriters of the IPO) and that the Company Fund, Parent may disburse monies from the Trust FundFund only: (a) to its public stockholders in the event of the redemption of their shares or the dissolution and liquidation of Parent, including any proceeds therefrom, only (b) to Parent and the underwriters listed in the Prospectus (with respect to such underwriters’ deferred underwriting compensation only) after Parent consummates a business combination (as provided described in the Prospectus) or (c) as consideration to the sellers of a target business with which Parent completes a business combination. For and in consideration of The Company agrees that the Company agreeing to enter into this Agreement, the Purchaser agrees that, notwithstanding any provisions contained in this Agreement, the Purchaser does not now have, and shall not at any time prior to the Closing have, any claim to, or make any claim against, the Trust Fund, Fund or any asset contained therein or any Additional Persontherein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between STG or any of its Subsidiariesthe Company, on the one hand, and the CompanyParent and/or Merger Sub, on the other hand, this Agreement Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser (for itself and on behalf of its Affiliates and direct and indirect subsidiaries and stockholders, and its and their respective successors and assigns, and any Person claiming by or through the Purchaser) Company hereby irrevocably waives any and all rights, titles, interests and claims of any kind that the Purchaser it may have, now or in the future (in each case, however, prior to the consummation of a business combination), and shall will not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, the Trust Fund or any Additional Person for any reason whatsoever in respect thereof. The Purchaser agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter into this Agreement. The Purchaser further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent that the Purchaser Company commences any action or Proceeding proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company Parent or any Additional PersonMerger Sub, which Proceeding proceeding seeks, in whole or in part, monetary relief against Parent or Merger Sub, the Company or any Additional Person, the Purchaser hereby acknowledges and agrees that the Purchaser’s its sole remedy shall be against the Company’s funds held outside of the Trust Fund and that such claim shall not permit the Purchaser Company (or any party claiming on the PurchaserCompany’s behalf or in lieu of the PurchaserCompany) to have any claim against any Additional Person or the Trust Fund or any amounts contained therein. In This Section 8.1 shall not limit any covenant or agreement of the event Parties that by its terms contemplates performance after the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding seeks, in whole or in part, relief against the Trust Fund, the Company’s public stockholders or any Additional Person, whether in the form of money damages or injunctive relief, the Company shall be entitled to recover from the Purchaser the associated legal fees and costs in connection with any such action, in the event the Company prevails in such action or ProceedingEffective Time.

Trust Fund Waiver. Reference is made to the final prospectus The Company acknowledges that, except for a portion of the Company dated October 24, 2013 (File No. 333-191195) (interest earned on the “Prospectus”). The Purchaser warrants and represents that it has read the Prospectus and understands that Company has established amounts held in the Trust Fund containing to which the proceeds of Parent is entitled to, the IPO initially in the amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000) for the benefit of the Company’s public stockholders Parent and certain other parties (including the underwriters of the IPO) and that the Company its Subsidiaries may disburse monies from the Trust FundFund only: (a) to the Parent’s public stockholders in the event of the redemption of their shares or the dissolution and liquidation of the Parent, including any proceeds therefrom, only (b) to the Parent (or a Subsidiary thereof) and Deutsche Bank Securities (with respect to Deutsche Bank Securities’ deferred underwriting compensation only) after the Parent consummates a Business Combination (as provided described in the Prospectus) or (c) as consideration to the sellers of a target business with which the Parent completes a business combination, all in accordance with the Parent Charter and the Trust Agreement. For and in consideration of the The Company agreeing to enter into this Agreement, the Purchaser agrees that, notwithstanding any provisions contained anything to the contrary in this Agreement, the Purchaser it does not now have, and shall not at any time prior to the Closing have, any rights, title, interest or claim of any kind in or to, or make any claim of any kind against, monies held in the Trust Fund, any asset contained therein or any Additional Person, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between STG or any of its Subsidiariesthe Company, on the one hand, and the CompanyParent, on the other hand, this Agreement Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to in this Section 10.3 as the “Trust Claims”). The Purchaser (for itself and on behalf of its Affiliates and direct and indirect subsidiaries and stockholdersNotwithstanding anything to the contrary in this Agreement, and its and their respective successors and assigns, and any Person claiming by or through the Purchaser) Company hereby irrevocably waives any and all rights, titles, interests and claims of any kind that the Purchaser Trust Claim it may have, now or in the future (in each case, however, prior to the consummation of a business combination), and shall will not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, the Trust Fund or any Additional Person for any reason whatsoever in respect thereof. The Purchaser agrees and acknowledges In the event that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter into this Agreement. The Purchaser further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent that the Purchaser or any of its Affiliates commences any action or Proceeding proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional PersonParent, which Proceeding seeks, in whole or in part, monetary relief against the Company or any Additional Person, the Purchaser hereby acknowledges and agrees that the Purchaser’s sole remedy shall be against the Company’s funds held outside of the Trust Fund and that such claim shall not permit the Purchaser (or any party claiming on the Purchaser’s behalf or in lieu of the Purchaser) to have any claim against any Additional Person or the Trust Fund or any amounts contained therein. In the event that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding proceeding seeks, in whole or in part, relief against the Trust FundFund or the public stockholders of Parent for money damages, the Company’s public stockholders or any Additional Person, whether in the form of money damages or injunctive relief, the Company Parent shall be entitled to recover from the Purchaser Company the associated legal fees and costs in connection with any such action, in the event the Company Parent prevails in such action or Proceedingproceeding.

Trust Fund Waiver. Reference is made to the final prospectus of the Company Parent, dated October 24December 11, 2013 (File No. 333-191195) 2007 (the “Prospectus”). The Purchaser warrants and represents that it has read Chaparral understands that, except for a portion of the Prospectus and understands that Company has established interest earned on the amounts held in the Trust Fund containing the proceeds of the IPO initially in the amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000) for the benefit of the Company’s public stockholders and certain other parties (including the underwriters of the IPO) and that the Company Fund, Parent may disburse monies from the Trust FundFund only: (a) to its public stockholders in the event of the redemption of their shares or the dissolution and liquidation of Parent, including any proceeds therefrom, only (b) to Parent and the underwriters listed in the Prospectus (with respect to such underwriters’ deferred underwriting compensation only) after Parent consummates a business combination (as provided described in the Prospectus) or (c) as consideration to the sellers of a target business with which Parent completes a business combination. For and in consideration of the Company agreeing to enter into this Agreement, the Purchaser Chaparral agrees that, notwithstanding any provisions contained in this Agreement, the Purchaser that Chaparral does not now have, and shall not at any time prior to the Closing have, any claim to, or make any claim against, the Trust Fund, Fund or any asset contained therein or any Additional Persontherein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between STG or any of its SubsidiariesChaparral, on the one hand, and the CompanyParent and/or Merger Sub, on the other hand, this Agreement Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser (for itself and on behalf of its Affiliates and direct and indirect subsidiaries and stockholders, and its and their respective successors and assigns, and any Person claiming by or through the Purchaser) Chaparral hereby irrevocably waives any and all rights, titles, interests and claims of any kind that the Purchaser it may have, now or in the future (in each case, however, prior to the consummation of a business combination), and shall will not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, the Trust Fund or any Additional Person for any reason whatsoever in respect thereof. The Purchaser agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter into this Agreement. The Purchaser further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent that the Purchaser Chaparral commences any action or Proceeding proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company Parent or any Additional PersonMerger Sub, which Proceeding proceeding seeks, in whole or in part, monetary relief against the Company Parent or any Additional PersonMerger Sub, the Purchaser Chaparral hereby acknowledges and agrees that the Purchaser’s its sole remedy shall be against the Company’s funds held outside of the Trust Fund and that such claim shall not permit the Purchaser Chaparral (or any party claiming on the PurchaserChaparral’s behalf or in lieu of the PurchaserChaparral) to have any claim against any Additional Person or the Trust Fund or any amounts contained therein. In This Section 8.1 shall not limit any covenant or agreement of the event Parties that by its terms contemplates performance after the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding seeks, in whole or in part, relief against the Trust Fund, the Company’s public stockholders or any Additional Person, whether in the form of money damages or injunctive relief, the Company shall be entitled to recover from the Purchaser the associated legal fees and costs in connection with any such action, in the event the Company prevails in such action or ProceedingEffective Time.

Trust Fund Waiver. Reference is made to the final prospectus of the Company dated October 24, 2013 (File No. 333-191195) (the “Prospectus”). The Purchaser Target hereby warrants and represents that it has read that certain final Prospectus of Parent dated April 12, 2011 (the Prospectus “Prospectus”), and understands Target and the Stockholder Representative understand that Company Parent has established the Trust Fund containing the proceeds of the IPO its initial public offering (“IPO”) and certain additional proceeds, initially in the an amount of at least Seventy-Two Eighty Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000) 80,000,000), for the benefit of the CompanyParent’s public stockholders (the “Public Stockholders”) and certain other parties (including the underwriters of the IPO) and that that, except as otherwise described in the Company Prospectus, Parent may disburse monies from the Trust Fund, including any proceeds therefrom, only Fund only: (i) to the Public Stockholders in the event they elect to redeem their shares of Parent Common Stock in connection with the consummation of its initial business combination (as provided such term is used in the Prospectus) (“Business Combination”), (ii) to the Public Stockholders if Parent fails to consummate its Business Combination within twenty-four (24) months from the date of the Prospectus and (iii) to Parent after or concurrently with the consummation of its Business Combination. For and in consideration of the Company agreeing to enter into Parent executing this Agreement, the Purchaser agrees that, notwithstanding any provisions contained in this Agreementand for other good and valuable consideration, the Purchaser receipt and sufficiency of which is hereby acknowledged, each of Target and the Stockholder Representative hereby agrees that it does not now have, and shall not at any time prior hereafter have any right, title, interest or claim of any kind in or to any monies in the Closing have, Trust Fund or any claim todistributions therefrom (except as set forth in clause (iii) of this paragraph), or make any claim against, the Trust Fund, any asset contained therein or any Additional Person, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between STG or any of its Subsidiaries, on the one hand, and the Company, on the other hand, this Agreement or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to hereafter as the “Claims”). The Purchaser (for itself Each of Target and on behalf of its Affiliates and direct and indirect subsidiaries and stockholders, and its and their respective successors and assigns, and any Person claiming by or through the Purchaser) Stockholder Representative hereby irrevocably waives any and all rights, titles, interests and claims of Claims it may have against the Trust Fund (including any kind that the Purchaser may have, distributions therefrom) now or in the future (in each caseas a result of, howeveror arising out of, prior to the consummation of a business combination)any negotiations, contracts or agreements with Parent and shall will not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, against the Trust Fund or (including any Additional Person distributions therefrom) for any reason whatsoever in respect thereof(including, without limitation, for an alleged breach of this Agreement). The Purchaser agrees Target and acknowledges the Stockholder Representative each agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Parent to induce it to enter into in this Agreement. The Purchaser , and Target and the Stockholder Representative each further intends intend and understands understand such waiver to be valid, binding and enforceable under applicable Law. To the extent that Target or the Purchaser Stockholder Representative commences any action or Proceeding proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional PersonParent, which Proceeding proceeding seeks, in whole or in part, monetary relief against Parent, Target and the Company or any Additional Person, the Purchaser Stockholder Representative each hereby acknowledges acknowledge and agrees that the Purchaser’s agree its sole remedy shall be against the Company’s funds held outside of the Trust Fund (which may include funds that have been disbursed pursuant to clause (iii) of the first sentence of this Section 8.1) and that such claim shall not permit Target or the Purchaser Stockholder Representative (or any party claiming on the PurchaserTarget’s or Stockholder Representative’s behalf or in lieu of Target or the PurchaserStockholder Representative) to have any claim against any Additional Person or the Trust Fund (including any distributions therefrom, other than to Parent) or any amounts contained therein. In the event that Target or the Purchaser Stockholder Representative commences any action or Proceeding proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional PersonParent, which Proceeding proceeding seeks, in whole or in part, relief against the Trust Fund, Fund (including any distributions therefrom) or the Company’s public stockholders or any Additional PersonPublic Stockholders, whether in the form of money damages or injunctive relief, the Company Parent shall be entitled to recover from Target and the Purchaser Stockholder Representative the associated legal fees and costs in connection with any such action, in the event the Company Parent prevails in such action or Proceedingproceeding.

Trust Fund Waiver. Reference is made to the final prospectus of the Company dated October 24The Company, 2013 (File No. 333-191195) (the “Prospectus”). The Purchaser warrants Bimini and represents Bimini Advisors warrant and represent that it has they have read the Prospectus and understands understand that Company Parent has established the Trust Fund containing the proceeds of the IPO initially in the amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000) 23,374,786 for the benefit of the CompanyParent’s public stockholders and certain other parties (including the underwriters Underwriter) and that, except for a portion of the interest earned on the amounts held in the Trust Fund and amounts necessary to purchase up to 15% of the Ordinary Shares sold to the public in the IPO) and that the Company , Parent may disburse monies from the Trust FundFund only: (a) to its public stockholders in the event of the redemption of their shares or the dissolution and liquidation of Parent, including any proceeds therefrom, only (b) to Parent and the underwriters listed in the Prospectus (with respect to such underwriters’ deferred underwriting compensation only) after Parent consummates a business combination (as provided described in the Prospectus) or (c) as consideration to the sellers of a target business with which Parent completes a business combination. For The Company, Bimini and in consideration of Bimini Advisors agree that the Company agreeing to enter into this Agreementneither the Company, the Purchaser agrees that, notwithstanding any provisions contained in this Agreement, the Purchaser Bimini nor Bimini Advisors does not now have, and shall not at any time prior to the Closing have, any claim to, or make any claim against, the Trust Fund, Fund or any asset contained therein or any Additional Persontherein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between STG or any of its Subsidiariesthe Company, Bimini and/or Bimini Advisors, on the one hand, and the CompanyParent and/or Merger Sub, on the other hand, this Agreement Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser (for itself Company, Bimini and on behalf of its Affiliates and direct and indirect subsidiaries and stockholders, and its and their respective successors and assigns, and any Person claiming by or through the Purchaser) Bimini Advisors hereby irrevocably waives any and all rights, titles, interests and claims of any kind that the Purchaser it may have, now or in the future (in each case, however, prior to the consummation of a business combination), and shall will not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, the Trust Fund or any Additional Person for any reason whatsoever in respect thereof. The Purchaser Each of the Company, Bimini and Bimini Advisors agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Parent to induce it to enter into this Agreement. The Purchaser Each of the Company, Bimini and Bimini Advisors further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent that the Purchaser commences Company, Bimini and/or Bimini Advisors commence any action or Proceeding proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company Parent or any Additional PersonMerger Sub, which Proceeding proceeding seeks, in whole or in part, monetary relief against the Company Parent or any Additional PersonMerger Sub, the Purchaser Company, Bimini and Bimini Advisors hereby acknowledges and agrees that the Purchaser’s their sole remedy shall be against the Company’s funds held outside of the Trust Fund and that such claim shall not permit the Purchaser Company, Bimini nor Bimini Advisors (or any party claiming on the PurchaserCompany’s, Bimini’s or Bimini Advisors’ behalf or in lieu of the PurchaserCompany, Bimini or Bimini Advisors) to have any claim against any Additional Person or the Trust Fund or any amounts contained therein. In the event that the Purchaser Company, Bimini or Bimini Advisors commences any action or Proceeding proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional PersonParent, which Proceeding proceeding seeks, in whole or in part, relief against the Trust Fund, Fund or the Company’s public stockholders or any Additional PersonPublic Shareholders, whether in the form of money damages or injunctive relief, the Company Parent shall be entitled to recover from the Purchaser Company, Bimini and/or Bimini Advisors the associated legal fees and costs in connection with any such action, in the event the Company Parent prevails in such action or Proceedingproceeding. This Section 9.1 shall not limit any covenant or agreement of the Parties that by its terms contemplates performance after the Effective Time.

Trust Fund Waiver. Reference is made to the final prospectus of the Company Chart dated October 24December 13, 2013 2012 (File No. 333-191195177280) (the “Prospectus”) relating to Chart’s initial public offering (the “IPO”). The Purchaser represents and warrants and represents that it Purchaser has read the Prospectus and understands that Company Chart has established the Trust Fund (as defined in the Merger Agreement) containing the proceeds of the IPO initially in the amount of at least Seventy-Two Five Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,00075,000,000) for the benefit of the CompanyChart’s public stockholders and certain other parties (including the underwriters of the IPO) and that the Company Chart may disburse monies from the Trust Fund, including any proceeds therefrom, only as provided in the Prospectus. For and in consideration of the Company Chart agreeing to enter into this AgreementAgreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Purchaser agrees (for itself and on behalf of its affiliates and direct and indirect subsidiaries and equity holders, and its and their respective successors and assigns, and any other Indemnitee or other Person claiming by or through Purchaser) that, notwithstanding any provisions contained in this Agreement, the Purchaser does not now have, and shall not at any time prior to the Closing Time have, any right, title, interest or claim of any kind in or to, or make any claim against, the Trust Fund, Fund or any asset contained therein (or any Additional Persondistribution therefrom occurring prior to the Closing Time in accordance with the terms of the Trust Agreements (as defined in the Merger Agreement)), regardless of whether such claim arises as a result of, in connection with or relating in any way to, the any proposed or actual business relationship between STG or any of its SubsidiariesPurchaser, on the one hand, and the CompanyChart or its subsidiaries, on the other hand, this Agreement Agreement, any other Exchange Document or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser (for itself and on behalf of its Affiliates affiliates and direct and indirect subsidiaries and stockholdersequity holders, and its and their respective successors and assigns, and any other Indemnitee or other Person claiming by or through the PurchaserInvestor) hereby irrevocably waives any and all rights, titles, interests and claims of any kind that the Purchaser may have, now or in the future (in each case, however, prior to the consummation of a business combinationClosing Time), and shall not take any action or suit, make any claim or demand or seek recovery of any Liability liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or other recourse against, the Trust Fund (or any Additional Person distribution therefrom occurring prior to the Closing Time in accordance with the terms of the Trust Agreements) for any reason whatsoever in respect thereof. The Purchaser agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Chart and its affiliates to induce it them to enter into this Agreement. The Purchaser Investor further intends and understands such waiver to be valid, binding and enforceable under applicable Lawlaw. To the extent that the Purchaser commences any action action, litigation or other legal proceeding (a “Proceeding”) based upon, in connection with, relating to or arising out of any matter relating to Chart, which Proceeding seeks, in whole or in part, monetary relief against Chart, Purchaser hereby acknowledges and agrees Purchaser’s sole remedy shall be against funds held outside of the Trust Fund and that such claim shall not permit Purchaser (or any party claiming on Purchaser’s behalf or in lieu of Purchaser) to have any claim against the Trust Fund or any amounts contained therein (or any distribution therefrom occurring prior to the Closing in accordance with the terms of the Trust Agreements). In the event that Purchaser commences any Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding seeks, in whole or in part, monetary relief against the Company or any Additional Person, the Purchaser hereby acknowledges and agrees that the Purchaser’s sole remedy shall be against the Company’s funds held outside of the Trust Fund and that such claim shall not permit the Purchaser (or any party claiming on the Purchaser’s behalf or in lieu of the Purchaser) to have any claim against any Additional Person or the Trust Fund or any amounts contained therein. In the event that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional PersonChart, which Proceeding seeks, in whole or in part, relief against the Trust Fund, Fund (or any distribution therefrom occurring prior to the CompanyClosing in accordance with the terms of the Trust Agreements) or Chart’s public stockholders or any Additional Personstockholders, whether in the form of money damages or injunctive relief, the Company Chart shall be entitled to recover from the Purchaser the associated legal fees and costs in connection with any such action, Proceeding in the event the Company Chart prevails in such action or Proceeding. For the avoidance of doubt, nothing in this Section 16(l) shall affect the right of Purchaser or its direct or indirect subsidiaries or equity holders, or its or their respective successors or assigns, or any other Indemnitee or other Person claiming by or through Purchaser, to redeem any issued and outstanding securities of Chart held by such Person in accordance with the Prospectus and Chart’s certificate of incorporation, as amended.

Trust Fund Waiver. Reference is made to the final prospectus of Parent, dated and filed with the Company dated October 24SEC on July 19, 2013 2012 (File No. 333-191195173575) (the “IPO Prospectus”). The Purchaser Each Buyer warrants and represents that it has read the IPO Prospectus and understands that Company Parent has established the Trust Fund Account containing the proceeds of the IPO and certain additional proceeds (including interest accrued from time to time thereon) initially in the an amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000) 46,000,000 for the benefit of the CompanyParent’s public stockholders and certain other parties (including overallotment shares acquired by the underwriters of the IPO) (the “Public Stockholders”) and that that, except as otherwise described in the Company IPO Prospectus, Parent may disburse monies from the Trust Fund, including any proceeds therefrom, only as provided Account only: (i) to the Public Stockholders in the event they elect to redeem their Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”), (ii) to the Public Stockholders if Parent fails to either (A) execute a definitive agreement for a Business Combination within eighteen (18) months after the closing of the IPO or (B) consummate a Business Combination within twenty (21) months after the closing of the IPO, and (iii) to Parent after or concurrently with the consummation of its Business Combination. For and in consideration of the Company agreeing to enter Parent entering into this AgreementAgreement and for other good and valuable consideration, the Purchaser receipt and sufficiency of which is hereby acknowledged, each Buyer hereby agrees that, notwithstanding any provisions contained in this Agreement, the Purchaser that it does not now have, and or shall not at any time prior hereafter have any right, title, interest or claim of any kind in or to any monies in the Closing have, any claim toTrust Account, or make any claim against, against the Trust Fund, Account (including any asset contained therein or any Additional Persondistributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, the any proposed or actual business relationship between STG Parent (or any of its Subsidiaries, on the one hand, Affiliates) and the Company, on the other handsuch Buyer, this Agreement or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to hereafter as the “Released Claims”). The Purchaser (for itself and on behalf of its Affiliates and direct and indirect subsidiaries and stockholders, and its and their respective successors and assigns, and any Person claiming by or through the Purchaser) Each Buyer hereby irrevocably waives any and all rights, titles, interests and claims of Released Claims it may have against the Trust Account (including any kind that the Purchaser may have, distributions therefrom) now or in the future (in each caseas a result of, howeveror arising out of, prior to the consummation of a business combination)any negotiations, contracts or agreements with Parent or its Affiliates and shall will not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, against the Trust Fund or Account (including any Additional Person distributions therefrom) for any reason whatsoever in respect thereof(including for an alleged breach of this Agreement). The Purchaser Each Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Parent and its Affiliates to induce it them to enter into in this Agreement. The Purchaser , and such Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable Lawlaw. To the extent that the Purchaser any Buyer commences any action or Proceeding proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company Parent or any Additional Personits Affiliates, which Proceeding proceeding seeks, in whole or in part, monetary relief against the Company Parent or any Additional Personits Affiliates, the Purchaser each Buyer hereby acknowledges and agrees that the Purchaser’s its sole remedy shall be against the Company’s funds held outside of the Trust Fund Account and that such claim shall not permit the Purchaser such Buyer (or any party claiming on the Purchasersuch Buyer’s behalf or in lieu of the Purchasersuch Buyer) to have any claim against any Additional Person or the Trust Fund Account (including any distributions therefrom) or any amounts contained therein. In the event that the Purchaser a Buyer commences any action or Proceeding proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company Parent or any Additional Person, its Affiliates which Proceeding proceeding seeks, in whole or in part, relief against the Trust Fund, Account (including any distributions therefrom) or the Company’s public stockholders or any Additional PersonPublic Stockholders, whether in the form of money damages or injunctive relief, the Company Parent and its Affiliates shall be entitled to recover from the Purchaser such Buyer the associated legal fees and costs in connection with any such action, in the event the Company Parent or its Affiliate prevails in such action or Proceedingproceeding.

Trust Fund Waiver. Reference is made to Notwithstanding anything else in this Agreement, the final prospectus of the Company dated October 24, 2013 (File No. 333-191195) (the “Prospectus”). The Purchaser warrants and represents Investor acknowledges that it has read the Prospectus Company’s prospectus dated November 15, 2021, and understands that the Company has established a trust account at J.X. Xxxxxx Securities LLC (the “Trust Fund containing the proceeds of the IPO initially in the amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000Fund”) for the benefit of the Company’s public stockholders and certain other parties (including the underwriters of the IPO) shareholders and that the Company may disburse monies from the Trust Fund, including any proceeds therefrom, Fund only as provided (a) to the Company’s public shareholders in the Prospectus. For event they elect to convert their ordinary shares into cash in accordance with the Company’s amended and in consideration restated memorandum and articles of association and/or the liquidation of the Company agreeing to enter into this Agreement, the Purchaser agrees that, notwithstanding any provisions contained in this Agreement, the Purchaser does not now have, and shall not at any time prior or (b) to the Closing have, any claim toCompany after, or make any claim againstconcurrently with, the Trust Fund, any asset contained therein or any Additional Person, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between STG or any of its Subsidiaries, on the one hand, and the Company, on the other hand, this Agreement or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser (for itself and on behalf of its Affiliates and direct and indirect subsidiaries and stockholders, and its and their respective successors and assigns, and any Person claiming by or through the Purchaser) hereby irrevocably waives any and all rights, titles, interests and claims of any kind that the Purchaser may have, now or in the future (in each case, however, prior to the consummation of a business combination). The Investor further acknowledges that, if the transactions contemplated by the Business Combination Agreement, or, upon termination of the Business Combination Agreement, another business combination, are not consummated by August 18, 2023, or such later date as shall be set forth in an amendment to the Company’s amended and shall not take any action restated memorandum and articles of association for the purpose of extending the date by which the Company must complete a business combination, the Company will be obligated to return to its shareholders the amounts being held in the Trust Fund. Accordingly, the Investor, on behalf of itself and its Affiliates, hereby waives all rights, title, interest or suit, make any claim or demand or seek recovery of any Liability or recourse against, kind against the Company to collect from the Trust Fund or any Additional Person monies that may be owed to them by the Company for any reason whatsoever in respect thereof. The Purchaser agrees and acknowledges that such irrevocable waiver is material whatsoever, including but not limited to a breach of this Agreement and specifically relied upon by the Company to induce it to enter into this Agreement. The Purchaser further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Personnegotiations, which Proceeding seeksagreements or understandings with the Company (whether in the past, in whole present or in partfuture), monetary relief and will not seek recourse against the Trust Fund at any time for any reason whatsoever. This paragraph will survive the termination of this Agreement for any reason, but, notwithstanding anything set forth herein, will not limit the rights of the Company or any Additional Person, its shareholders at or following the Purchaser hereby acknowledges and agrees that the Purchaser’s sole remedy shall be against the Company’s funds held outside date of the Trust Fund and that such claim shall not permit the Purchaser (or any party claiming on the Purchaser’s behalf or in lieu closing of the Purchaser) to have any claim against any Additional Person or the Trust Fund or any amounts contained therein. In the event that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding seeks, in whole or in part, relief against the Trust Fund, the Company’s public stockholders or any Additional Person, whether in the form of money damages or injunctive relief, the Company shall be entitled to recover from the Purchaser the associated legal fees and costs in connection with any such action, in the event the Company prevails in such action or ProceedingBusiness Combination.

Trust Fund Waiver. Reference is made to Notwithstanding anything else in this Agreement, the final prospectus of the Company dated October 24, 2013 (File No. 333-191195) (the “Prospectus”). The Purchaser warrants and represents Investor acknowledges that it has read the Prospectus Company’s prospectus dated August 10, 2021, and understands that the Company has established a trust account at X.X. Xxxxxx Securities LLC (the “Trust Fund containing the proceeds of the IPO initially in the amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000Fund”) for the benefit of the Company’s public stockholders and certain other parties (including the underwriters of the IPO) shareholders and that the Company may disburse monies from the Trust Fund, including any proceeds therefrom, Fund only as provided (a) to the Company’s public shareholders in the Prospectus. For event they elect to convert their Common Shares into cash in accordance with the Company’s third amended and in consideration restated certificate of incorporation and/or the liquidation of the Company agreeing to enter into this Agreement, the Purchaser agrees that, notwithstanding any provisions contained in this Agreement, the Purchaser does not now have, and shall not at any time prior or (b) to the Closing have, any claim toCompany after, or make any claim againstconcurrently with, the Trust Fund, any asset contained therein or any Additional Person, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between STG or any of its Subsidiaries, on the one hand, and the Company, on the other hand, this Agreement or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser (for itself and on behalf of its Affiliates and direct and indirect subsidiaries and stockholders, and its and their respective successors and assigns, and any Person claiming by or through the Purchaser) hereby irrevocably waives any and all rights, titles, interests and claims of any kind that the Purchaser may have, now or in the future (in each case, however, prior to the consummation of a business combination). The Investor further acknowledges that, if the transactions contemplated by the Agreement and Plan of Merger, or, upon termination of the Agreement and Plan of Merger, another business combination, are not consummated by February 13, 2023, or such later date as shall not take any action be set forth in an amendment to the Company’s third amended and restated certificate of incorporation for the purpose of extending the date by which the Company must complete a business combination, the Company will be obligated to return to its shareholders the amounts being held in the Trust Fund. Accordingly, the Investor, on behalf of itself and its Affiliates, hereby waives all rights, title, interest or suit, make any claim or demand or seek recovery of any Liability or recourse against, kind against the Company to collect from the Trust Fund or any Additional Person monies that may be owed to them by the Company for any reason whatsoever in respect thereof. The Purchaser agrees and acknowledges that such irrevocable waiver is material whatsoever, including but not limited to a breach of this Agreement and specifically relied upon by the Company to induce it to enter into this Agreement. The Purchaser further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Personnegotiations, which Proceeding seeksagreements or understandings with the Company (whether in the past, in whole present or in partfuture), monetary relief and will not seek recourse against the Trust Fund at any time for any reason whatsoever. This paragraph will survive the termination of this Agreement for any reason, but, notwithstanding anything set forth herein, will not limit the rights of the Company or any Additional Person, its shareholders at or following the Purchaser hereby acknowledges and agrees that the Purchaser’s sole remedy shall be against the Company’s funds held outside date of the Trust Fund and that such claim shall not permit the Purchaser (or any party claiming on the Purchaser’s behalf or in lieu closing of the Purchaser) to have any claim against any Additional Person or the Trust Fund or any amounts contained therein. In the event that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding seeks, in whole or in part, relief against the Trust Fund, the Company’s public stockholders or any Additional Person, whether in the form of money damages or injunctive relief, the Company shall be entitled to recover from the Purchaser the associated legal fees and costs in connection with any such action, in the event the Company prevails in such action or ProceedingBusiness Combination.

Trust Fund Waiver. Reference is made to the final prospectus of the Company Buyer dated October 24, 2013 (File No. 333-191195) (the “Prospectus”). The Purchaser Each of the Seller Parties warrants and represents represents, jointly and severally, that it such Seller Party has read the Prospectus and understands that Company the Buyer has established the Trust Fund containing the proceeds of the IPO initially in the amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000) for the benefit of the CompanyBuyer’s public stockholders and certain other parties (including the underwriters of the IPO) and that the Company Buyer may disburse monies from the Trust Fund, including any proceeds therefrom, only as provided in the Prospectus. For and in consideration of the Company Buyer agreeing to enter into this Agreement, each of the Purchaser Seller Parties agrees that, notwithstanding any provisions contained in this Agreement, the Purchaser such Seller Party does not now have, and shall not at any time prior to the Closing have, any claim to, or make any claim against, the Trust Fund, any asset contained therein or any Additional Person, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between STG the Company or any of its Subsidiaries, on the one hand, and the CompanyBuyer, on the other hand, this Agreement or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser Each of the Seller Parties (for itself and on behalf of its Affiliates and direct and indirect subsidiaries and stockholders, and its and their respective successors and assigns, and any Person claiming by or through the Purchasersuch Seller Party) hereby irrevocably waives any and all rights, titles, interests and claims of any kind that the Purchaser such Seller Party may have, now or in the future (in each case, however, prior to the consummation of a business combination), and shall not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, the Trust Fund or any Additional Person for any reason whatsoever in respect thereof. The Purchaser Each of the Seller Parties agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Buyer to induce it to enter into this Agreement. The Purchaser Each of the Seller Parties further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent that any of the Purchaser Seller Parties or the Stockholders’ Representative commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company Buyer or any Additional Person, which Proceeding seeks, in whole or in part, monetary relief against the Company Buyer or any Additional Person, each of the Purchaser Seller Parties hereby acknowledges and agrees that the Purchasersuch Seller Party’s sole remedy shall be against the CompanyBuyer’s funds held outside of the Trust Fund and that such claim shall not permit the Purchaser such Seller Party (or any party claiming on the Purchasersuch Seller Party’s behalf or in lieu of the Purchasersuch Seller Party) to have any claim against any Additional Person or the Trust Fund or any amounts contained therein. In the event that any of the Purchaser Seller Parties or the Stockholders’ Representative commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company Buyer or any Additional Person, which Proceeding seeks, in whole or in part, relief against the Trust Fund, the CompanyBuyer’s public stockholders or any Additional Person, whether in the form of money damages or injunctive relief, the Company Buyer shall be entitled to recover from the Purchaser Stockholders’ Representative the associated legal fees and costs in connection with any such action, in the event the Company Buyer prevails in such action or Proceeding.

Trust Fund Waiver. Reference is made to the final prospectus of Subscriber acknowledges that the Company dated October 24is a blank check company with the powers and privileges to effect a merger, 2013 (File Noshare exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses. 333-191195) (Subscriber further acknowledges that the “Prospectus”). The Purchaser warrants and represents that it has read the Prospectus and understands that Company has established the a Trust Fund containing the proceeds of the IPO initially in the amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000) for the benefit of the Company, as set forth in Section 3.24 (Trust Fund) of the Merger Agreement, to hold substantially all of the Company’s assets consisting of the cash proceeds of the Company’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in the Trust Fund for the benefit of the Company, its public stockholders and certain other parties (including the underwriters of the IPO) and that the Company may disburse monies from the Trust Fund, including any proceeds therefrom, only as provided in the ProspectusCompany’s initial public offering. For and in consideration of the Company agreeing to enter entering into this Subscription Agreement, the Purchaser agrees thatreceipt and sufficiency of which are hereby acknowledged, notwithstanding Subscriber, on behalf of itself and its Affiliates and representatives, hereby irrevocably waives any provisions contained in this Agreementand all right, the Purchaser does not now havetitle and interest, and shall not at any time prior to the Closing have, or any claim to, of any kind they have or make any claim against, may have in the Trust Fund, any asset contained therein or any Additional Person, regardless of whether such claim arises future as a result of, or arising out of, this Subscription Agreement, in connection with or relating to any monies held in the Trust Fund, and agrees not to seek recourse or make or bring any way toaction, suit, claim or other proceeding against the Trust Fund as a result of, or arising out of, this Subscription Agreement, the business relationship between STG transactions contemplated hereby or any of its Subsidiariesthe Acquired Shares, on the one hand, and the Company, on the other hand, this Agreement or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser (for itself Subscriber acknowledges and on behalf agrees that it shall not have any redemption rights with respect to the Acquired Shares pursuant to the Company’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of its Affiliates and direct and indirect subsidiaries and stockholdersthe Trust Fund or the Company or otherwise. In the event Subscriber has any claim against the Company as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely against the Company and its assets outside the Trust Fund and their respective successors and assigns, and any Person claiming by or through the Purchaser) hereby irrevocably waives any and all rights, titles, interests and claims of any kind that the Purchaser may have, now or in the future (in each case, however, prior to the consummation of a business combination), and shall not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, against the Trust Fund or any Additional Person for any reason whatsoever monies or other assets in respect thereof. The Purchaser agrees and acknowledges the Trust Fund; provided, however, that such irrevocable waiver is material to nothing in this Agreement and specifically relied upon by the Company to induce it to enter into this Agreement. The Purchaser further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding seeks, in whole or in part, monetary relief against the Company or any Additional Person, the Purchaser hereby acknowledges and agrees that the Purchaser’s sole remedy Section shall be against the Companydeemed to limit Subscriber’s funds held outside of right, title, interest or claim to the Trust Fund and that such claim shall not permit the Purchaser (by virtue of Subscriber’s record or any party claiming on the Purchaser’s behalf or in lieu beneficial ownership of Shares of the Purchaser) Company acquired by any means other than pursuant to have any claim against any Additional Person or the Trust Fund or any amounts contained therein. In the event that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding seeks, in whole or in part, relief against the Trust Fund, the Company’s public stockholders or any Additional Person, whether in the form of money damages or injunctive relief, the Company shall be entitled to recover from the Purchaser the associated legal fees and costs in connection with any such action, in the event the Company prevails in such action or Proceedingthis Subscription Agreement.

Trust Fund Waiver. Reference is made to the final prospectus of the Company Parent, dated October 24June 5, 2013 (File No. 333-191195) 2006 (the “Prospectus”). The Purchaser warrants Company, Xxxxx Xxxx, Xxxxxxx Xxxx and represents that it has read Xxxxxxx Xxxxxx each understand that, except for a portion of the Prospectus and understands that Company has established interest earned on the amounts held in the Trust Fund containing the proceeds of the IPO initially in the amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000) for the benefit of the Company’s public stockholders and certain other parties (including the underwriters of the IPO) and that the Company Fund, Parent may disburse monies from the Trust FundFund only: (a) to its public stockholders in the event of the redemption of their shares or the dissolution and liquidation of Parent, including any proceeds therefrom, only (b) to Parent and Maxim Group LLC (with respect to Maxim Group LLC’s deferred underwriting compensation only) after Parent consummates a business combination (as provided described in the Prospectus) or (c) as consideration to the sellers of a target business with which Parent completes a business combination. For The Company, Xxxxx Xxxx, Xxxxxxx Xxxx and in consideration of the Company agreeing to enter into this Agreement, the Purchaser agrees Xxxxxxx Xxxxxx each agree that, notwithstanding any provisions other provision contained in this AgreementAgreement (including the termination provisions of this Article IX), the Purchaser each does not now have, and shall not at any time prior to the Closing have, any claim to, or make any claim against, the Trust Fund, any asset contained therein or any Additional Person, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between STG the Company, Xxxxx Xxxx, Xxxxxxx Xxxx or any of its SubsidiariesXxxxxxx Xxxxxx, on the one hand, and the CompanyParent, on the other hand, this Agreement Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser liability (for itself and on behalf of its Affiliates and direct and indirect subsidiaries and stockholders, and its and their respective successors and assigns, and any Person claiming by or through the Purchaser) hereby irrevocably waives any and all rightssuch claims are collectively referred to in this Section 10.3 as the “Claims”). Notwithstanding any other provision contained in this Agreement, titlesthe Company Xxxxx Xxxx, interests Xxxxxxx Xxxx and claims of Xxxxxxx Xxxxxx each hereby irrevocably waive any kind that the Purchaser Claim they may have, now or in the future (in each case, however, prior to the consummation of a business combination), and shall will not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, the Trust Fund or any Additional Person for any reason whatsoever in respect thereof. The Purchaser agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by In the Company to induce it to enter into this Agreement. The Purchaser further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent event that the Purchaser Company, Xxxxx Xxxx, Xxxxxxx Xxxx or Xxxxxxx Xxxxxx commences any action or Proceeding proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional PersonParent, which Proceeding seeks, in whole or in part, monetary relief against the Company or any Additional Person, the Purchaser hereby acknowledges and agrees that the Purchaser’s sole remedy shall be against the Company’s funds held outside of the Trust Fund and that such claim shall not permit the Purchaser (or any party claiming on the Purchaser’s behalf or in lieu of the Purchaser) to have any claim against any Additional Person or the Trust Fund or any amounts contained therein. In the event that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding proceeding seeks, in whole or in part, relief against the Trust Fund, Fund or the Company’s public stockholders or any Additional Personof Parent, whether in the form of money damages or injunctive relief, the Company Parent shall be entitled to recover recover, on a joint and several basis, from the Purchaser Company, Xxxxx Xxxx, Xxxxxxx Xxxx or Xxxxxxx Xxxxxx the associated legal fees and costs in connection with any such action, in the event the Company Parent prevails in such action or Proceedingproceeding.

Trust Fund Waiver. Reference is made to the final prospectus of the Company Parent dated October 24December 13, 2013 2012 (File No. 333-191195177280) (the “Prospectus”). The Purchaser Each of the Seller Parties warrants and represents represents, jointly and severally, that it such Seller Party has read the Prospectus and understands that Company Parent has established the Trust Fund containing the proceeds of the IPO initially in the amount of at least Seventy-Two Five Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,00075,000,000) for the benefit of the CompanyParent’s public stockholders and certain other parties (including the underwriters of the IPO) and that the Company Parent may disburse monies from the Trust Fund, including any proceeds therefrom, only as provided in the Prospectus. For and in consideration of the Company Parent agreeing to enter into this Agreement, each of the Purchaser Seller Parties agrees that, notwithstanding any provisions contained in this Agreement, the Purchaser such Seller Party does not now have, and shall not at any time prior to the Closing have, any claim to, or make any claim against, the Trust Fund, Fund or any asset contained therein or any Additional Persontherein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between STG the Company or any of its Subsidiaries, on the one hand, and the CompanyParent, on the other hand, this Agreement or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser Each of the Seller Parties (for itself and on behalf of its Affiliates and direct and indirect subsidiaries and stockholdersmembers, and its and their respective successors and assigns, and any Person claiming by or through the Purchasersuch Seller Party) hereby irrevocably waives any and all rights, titles, interests and claims of any kind that the Purchaser such Seller Party may have, now or in the future (in each case, however, prior to the consummation of a business combination), and shall not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, the Trust Fund or any Additional Person for any reason whatsoever in respect thereof. The Purchaser Each of the Seller Parties agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Parent to induce it to enter into this Agreement. The Purchaser Each of the Seller Parties further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent that any of the Purchaser Seller Parties or the Members’ Representative commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional PersonParent, which Proceeding seeks, in whole or in part, monetary relief against Parent, each of the Company or any Additional Person, the Purchaser Seller Parties hereby acknowledges and agrees that the Purchasersuch Seller Party’s sole remedy shall be against the Company’s funds held outside of the Trust Fund and that such claim shall not permit the Purchaser such Seller Party (or any party claiming on the Purchasersuch Seller Party’s behalf or in lieu of the Purchasersuch Seller Party) to have any claim against any Additional Person or the Trust Fund or any amounts contained therein. In the event that any Seller Party or the Purchaser Members’ Representative commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional PersonParent, which Proceeding seeks, in whole or in part, relief against the Trust Fund, the CompanyFund or Parent’s public stockholders or any Additional Personstockholders, whether in the form of money damages or injunctive relief, the Company Parent shall be entitled to recover from such Seller Party or the Purchaser Members’ Representative, as applicable, the associated legal fees and costs in connection with any such action, in the event the Company Parent prevails in such action or Proceeding.

Trust Fund Waiver. Reference is made to the final prospectus of Parent, dated and filed with the Company dated October 24SEC on May 19, 2013 2010 (File No. 333-191195163134) (the “Prospectus”). The Purchaser Each of the Company and the Members warrants and represents that he, she or it has read the Prospectus and understands that Company Parent has established the Trust Fund containing the proceeds of its IPO and certain additional proceeds (to include the IPO initial principal and interest accrued from time to time thereon) initially in the an amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000) 54,476,303 for the benefit of the CompanyParent’s public stockholders (“Public Stockholders”) and certain other parties (including the underwriters of the IPO) and that that, except for a portion of the Company interest earned on the amounts held in the Trust Fund, Parent may disburse monies from the Trust Fund, including any proceeds therefrom, only as provided Fund only: (i) to the Public Stockholders in the Prospectusevent they elect to redeem their shares of Common Stock in connection with the consummation of its Initial Business Combination, (ii) to the Public Stockholders if Parent fails to consummate its Initial Business Combination within 15 months from the date of the Prospectus or (iii) to Parent after or concurrently with the consummation of its Initial Business Combination. For and in consideration of Parent entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Company agreeing to enter into this Agreementand the Members hereby agrees he, the Purchaser agrees that, notwithstanding any provisions contained in this Agreement, the Purchaser she or it does not now have, and shall not at any time prior hereafter have any right, title, interest or claim of any kind in or to any monies in the Closing have, any claim toTrust Fund or distributions therefrom (except as set forth in (iii) of this paragraph) (“Distributions”), or make any claim against, against the Trust Fund, any asset contained therein Fund and/ or any Additional PersonDistributions, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the any proposed or actual business relationship between STG or any of its SubsidiariesParent, on the one hand, and or the CompanyCompany or the Members, on the other hand, this Agreement or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to hereafter as the “Claims”). The Purchaser (for itself Each of the Company and on behalf of its Affiliates and direct and indirect subsidiaries and stockholders, and its and their respective successors and assigns, and any Person claiming by or through the Purchaser) Members hereby irrevocably waives any and all rightsClaims he, titles, interests and claims of any kind that she or it may have against the Purchaser may have, Trust Fund and/ or Distributions now or in the future (in each caseas a result of, howeveror arising out of, prior to the consummation of a business combination)any negotiations, contracts or agreements with Parent and shall will not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, against the Trust Fund or any Additional Person for any reason whatsoever in respect thereof(including, without limitation, for an alleged breach of this Agreement). The Purchaser Each of the Company and the Members agrees and acknowledges that such irrevocable waiver is material to this Agreement letter and specifically relied upon by the Company Parent to induce it to enter into in this Agreement. The Purchaser , and each of the Company and the Members further intends and understands such waiver to be valid, binding and enforceable under applicable Lawlaw. To the extent that the Purchaser Company or any Member commences any action or Proceeding proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional PersonParent, which Proceeding proceeding seeks, in whole or in part, monetary relief against Parent, each of the Company or any Additional Person, and the Purchaser Members hereby acknowledges and agrees that the Purchaser’s his, her or its sole remedy shall be against the Company’s funds held outside of the Trust Fund and Distributions and that such claim Claim shall not permit the Purchaser Company or any Member (or any party Person claiming on the PurchaserCompany’s or any Member’s behalf or in lieu of the PurchaserCompany or any Member) to have any claim Claim against any Additional Person or the Trust Fund Fund, Distributions and/ or any amounts contained therein. In the event that the Purchaser Company or any Member commences any action or Proceeding proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional PersonParent, which Proceeding proceeding seeks, in whole or in part, relief against the Trust Fund, Fund or the Company’s public stockholders or any Additional PersonPublic Stockholders, whether in the form of money damages or injunctive relief, the Company Parent shall be entitled to recover from the Purchaser Company or the Member, as the case may be, the associated legal fees and costs in connection with any such action, in the event the Company Parent prevails in such action or Proceedingproceeding. Notwithstanding the foregoing, nothing in this Section 8.1 shall relieve Parent of its obligations under Section 7.3.

Trust Fund Waiver. Reference is made to Notwithstanding anything else in this Agreement, the final prospectus of the Company dated October 24, 2013 (File No. 333-191195) (the “Prospectus”). The Purchaser warrants and represents Investor acknowledges that it has read the Prospectus Company’s prospectus dated August 10, 2021, and understands that the Company has established a trust account at X.X. Xxxxxx Chase Bank, N.A. (the “Trust Fund containing the proceeds of the IPO initially in the amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000Fund”) for the benefit of the Company’s public stockholders and certain other parties (including the underwriters of the IPO) shareholders and that the Company may disburse monies from the Trust Fund, including any proceeds therefrom, Fund only as provided (a) to the Company’s public shareholders in the Prospectus. For event they elect to convert their ordinary shares into cash in accordance with the Company’s amended and in consideration restated memorandum and articles of association and/or the liquidation of the Company agreeing to enter into this Agreement, the Purchaser agrees that, notwithstanding any provisions contained in this Agreement, the Purchaser does not now have, and shall not at any time prior or (b) to the Closing have, any claim toCompany after, or make any claim againstconcurrently with, the Trust Fund, any asset contained therein or any Additional Person, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between STG or any of its Subsidiaries, on the one hand, and the Company, on the other hand, this Agreement or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser (for itself and on behalf of its Affiliates and direct and indirect subsidiaries and stockholders, and its and their respective successors and assigns, and any Person claiming by or through the Purchaser) hereby irrevocably waives any and all rights, titles, interests and claims of any kind that the Purchaser may have, now or in the future (in each case, however, prior to the consummation of a business combination). The Investor further acknowledges that, if the transactions contemplated by the Business Combination Agreement, or, upon termination of the Business Combination Agreement, another business combination, are not consummated by May 13, 2023, or such later date as shall be set forth in an amendment to the Company’s amended and shall not take any action restated memorandum and articles of association for the purpose of extending the date by which the Company must complete a business combination, the Company will be obligated to return to its shareholders the amounts being held in the Trust Fund. Accordingly, the Investor, on behalf of itself and its Affiliates, hereby waives all rights, title, interest or suit, make any claim or demand or seek recovery of any Liability or recourse against, kind against the Company to collect from the Trust Fund or any Additional Person monies that may be owed to them by the Company for any reason whatsoever in respect thereof. The Purchaser agrees and acknowledges that such irrevocable waiver is material whatsoever, including but not limited to a breach of this Agreement and specifically relied upon by the Company to induce it to enter into this Agreement. The Purchaser further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Personnegotiations, which Proceeding seeksagreements or understandings with the Company (whether in the past, in whole present or in partfuture), monetary relief and will not seek recourse against the Trust Fund at any time for any reason whatsoever. This paragraph will survive the termination of this Agreement for any reason, but, notwithstanding anything set forth herein, will not limit the rights of the Company or any Additional Person, its shareholders at or following the Purchaser hereby acknowledges and agrees that the Purchaser’s sole remedy shall be against the Company’s funds held outside date of the Trust Fund and that such claim shall not permit the Purchaser (or any party claiming on the Purchaser’s behalf or in lieu closing of the Purchaser) to have any claim against any Additional Person or the Trust Fund or any amounts contained therein. In the event that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding seeks, in whole or in part, relief against the Trust Fund, the Company’s public stockholders or any Additional Person, whether in the form of money damages or injunctive relief, the Company shall be entitled to recover from the Purchaser the associated legal fees and costs in connection with any such action, in the event the Company prevails in such action or ProceedingBusiness Combination.

Trust Fund Waiver. Reference is made to The Company and the Securityholders’ Representative hereby represent and warrant that they have read that certain final prospectus Prospectus of the Company Buyer dated October 24April 12, 2013 (File No. 333-191195) 2011 (the “Prospectus”). The Purchaser warrants , and represents the Company and the Securityholders’ Representative understand that it has read the Prospectus and understands that Company Buyer has established a trust fund (the “Trust Fund containing the proceeds of the IPO initially in the amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000Fund”) for the benefit of the CompanyBuyer’s public stockholders (the “Public Stockholders”) containing the proceeds of its initial public offering (“IPO”) and certain other additional proceeds, initially in an amount of Eighty Million Dollars ($80,000,000), for the benefit of the Public Stockholders and certain parties (including the underwriters of the IPO) and that that, except as otherwise described in the Company Prospectus, Buyer may disburse monies from the Trust Fund, including any proceeds therefrom, only Fund only: (i) to the Public Stockholders in the event they elect to redeem their shares of Parent Common Stock in connection with the consummation of its initial business combination (as provided such term is used in the Prospectus) (a “Business Combination”), (ii) to the Public Stockholders if Buyer fails to consummate its Business Combination within twenty-four (24) months following the date of the Prospectus, and (iii) to Buyer after or concurrently with the consummation of its Business Combination. For and in consideration of the Company agreeing to enter into Buyer executing this Agreement, the Purchaser agrees that, notwithstanding any provisions contained in this Agreementand for other good and valuable consideration, the Purchaser receipt and sufficiency of which is hereby acknowledged, each of the Company and the Securityholders’ Representative hereby agrees that it does not now have, and shall not at any time prior hereafter have any right, title, interest or claim of any kind in or to any monies in the Closing have, Trust Fund or any claim todistributions therefrom (except for amounts released to Buyer as set forth in clause (iii) of the first sentence of this Section 8.10), or make any claim against, the Trust Fund, any asset contained therein or any Additional Person, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between STG or any of its Subsidiaries, on the one hand, and the Company, on the other hand, this Agreement or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to hereafter as the “Claims”). The Purchaser (for itself Each of the Company and on behalf of its Affiliates and direct and indirect subsidiaries and stockholders, and its and their respective successors and assigns, and any Person claiming by or through the Purchaser) Securityholders’ Representative hereby irrevocably waives any and all rights, titles, interests and claims of Claims it may have against the Trust Fund (including any kind that the Purchaser may have, distributions therefrom) now or in the future (in each caseas a result of, howeveror arising out of, prior to the consummation of a business combination)any negotiations, contracts or agreements with Buyer and shall will not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, against the Trust Fund or (including any Additional Person distributions therefrom) for any reason whatsoever in respect thereof(including, without limitation, for an alleged breach of this Agreement). The Purchaser agrees Company and acknowledges the Securityholders’ Representative each agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Buyer to induce it Buyer to enter into this Agreement. The Purchaser , and the Company and the Securityholders’ Representative each further intends intend and understands understand such waiver to be valid, binding and enforceable under applicable Lawlaw. To the extent that the Purchaser Company or the Securityholders’ Representative commences any action or Proceeding proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional PersonBuyer, which Proceeding proceeding seeks, in whole or in part, monetary relief against Buyer, the Company or any Additional Person, and the Purchaser Securityholders’ Representative each hereby acknowledges acknowledge and agrees that the Purchaser’s agree its sole remedy shall be against the Company’s funds held outside of the Trust Fund (which may include funds that have been disbursed pursuant to clause (iii) of the first sentence of this Section 8.10 or otherwise) and that such claim shall not permit the Purchaser Company or the Securityholders’ Representative (or any party claiming on the PurchaserCompany’s or the Securityholders’ Representative’s behalf or in lieu of the PurchaserCompany or the Securityholders’ Representative) to have any claim against any Additional Person or the Trust Fund (including any distributions therefrom, other than to Buyer) or any amounts contained therein. In the event that the Purchaser Company or the Securityholders’ Representative commences any action or Proceeding proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional PersonBuyer, which Proceeding proceeding seeks, in whole or in part, relief against the Trust Fund, Fund (including any distributions therefrom) or the Company’s public stockholders or any Additional PersonPublic Stockholders, whether in the form of money damages or injunctive relief, the Company Buyer shall be entitled to recover from the Purchaser Company and the Securityholders’ Representative the associated legal fees and costs in connection with any such action, in the event the Company Buyer prevails in such action or Proceedingproceeding.

Trust Fund Waiver. Reference is made to the final prospectus of the Company Parent dated October 24December 13, 2013 2012 (File No. 333-191195177280) (the “Prospectus”). The Purchaser Each of the Seller Parties warrants and represents represents, jointly and severally, that it such Seller Party has read the Prospectus and understands that Company Parent has established the Trust Fund containing the proceeds of the IPO initially in the amount of at least Seventy-Two Five Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,00075,000,000) for the benefit of the CompanyParent’s public stockholders and certain other parties (including the underwriters of the IPO) and that the Company Parent may disburse monies from the Trust Fund, including any proceeds therefrom, only as provided in the Prospectus. For and in consideration of the Company Parent agreeing to enter into this AgreementAgreement and for other good and valuable consideration, the Purchaser receipt and sufficiency of which is hereby acknowledged, each of the Seller Parties agrees (for itself and on behalf of its Affiliates and direct and indirect subsidiaries and members, and its and their respective successors and assigns, and any Person claiming by or through such Seller Party) that, notwithstanding any provisions contained in this Agreement, the Purchaser such Seller Party does not now have, and shall not at any time prior to the Closing have, any right, title, interest or claim of any kind in or to, or make any claim against, the Trust Fund, Fund or any asset contained therein (or any Additional Persondistribution therefrom occurring prior to the Closing in accordance with the terms of the Trust Agreements), regardless of whether such claim arises as a result of, in connection with or relating in any way to, the any proposed or actual business relationship between STG the Company or any of its Subsidiaries, on the one hand, and the CompanyParent, on the other hand, this Agreement or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser Each of the Seller Parties (for itself and on behalf of its Affiliates and direct and indirect subsidiaries and stockholdersmembers, and its and their respective successors and assigns, and any Person claiming by or through the Purchasersuch Seller Party) hereby irrevocably waives any and all rights, titles, interests and claims of any kind that the Purchaser such Seller Party may have, now or in the future (in each case, however, prior to the consummation of a business combination), and shall not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, the Trust Fund (or any Additional Person distribution therefrom occurring prior to the Closing in accordance with the terms of the Trust Agreements) for any reason whatsoever in respect thereof. The Purchaser Each of the Seller Parties agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Parent and its Affiliates to induce it them to enter into this Agreement. The Purchaser Each of the Seller Parties further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent that any of the Purchaser Seller Parties or the Members’ Representative commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional PersonParent, which Proceeding seeks, in whole or in part, monetary relief against Parent, each of the Company or any Additional Person, the Purchaser Seller Parties hereby acknowledges and agrees that the Purchasersuch Seller Party’s sole remedy shall be against the Company’s funds held outside of the Trust Fund and that such claim shall not permit the Purchaser such Seller Party (or any party claiming on the Purchasersuch Seller Party’s behalf or in lieu of the Purchasersuch Seller Party) to have any claim against any Additional Person or the Trust Fund or any amounts contained thereintherein (or any distribution therefrom occurring prior to the Closing in accordance with the terms of the Trust Agreements). In the event that any Seller Party or the Purchaser Members’ Representative commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional PersonParent, which Proceeding seeks, in whole or in part, relief against the Trust Fund, Fund (or any distribution therefrom occurring prior to the CompanyClosing in accordance with the terms of the Trust Agreements) or Parent’s public stockholders or any Additional Personstockholders, whether in the form of money damages or injunctive relief, the Company Parent shall be entitled to recover from such Seller Party or the Purchaser Members’ Representative, as applicable, the associated legal fees and costs in connection with any such action, in the event the Company Parent prevails in such action or Proceeding.

Trust Fund Waiver. Reference is made to the final prospectus of the Company dated Purchaser, October 242, 2013 (File No. 333-191195) 2007 (the “Prospectus”). The Purchaser warrants Company and represents that it has read the Prospectus and understands that Company has established Seller each understand that, except for a portion of the interest earned on the amounts held in the Trust Fund containing the proceeds of the IPO initially in the amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000) for the benefit of the Company’s public stockholders and certain other parties (including the underwriters of the IPO) and that the Company Fund, Purchaser may disburse monies from the Trust FundFund only: (a) to its public stockholders in the event of the redemption of their shares or the dissolution and liquidation of Purchaser, including any proceeds therefrom, only (b) to Purchaser and Xxxxxx Xxxxxx & Co. (with respect to Xxxxxx Xxxxxx & Co.’s deferred underwriting compensation only) after Purchaser consummates a business combination (as provided described in the Prospectus) or (c) as consideration to the sellers of a target business with which Purchaser completes a business combination. For The Company and in consideration of the Company agreeing to enter into this Agreement, the Purchaser agrees Seller each agree that, notwithstanding any provisions other provision contained in this AgreementAgreement (including the termination provisions of this Article X), the Purchaser each does not now have, and shall not at any time prior to the Closing have, any claim to, or make any claim against, the Trust Fund, any asset contained therein or any Additional Person, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between STG or any of its Subsidiariesthe Company and the Seller, on the one hand, and the CompanyPurchaser, on the other hand, this Agreement Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser liability (for itself and on behalf of its Affiliates and direct and indirect subsidiaries and stockholders, and its and their respective successors and assigns, and any Person claiming by or through the Purchaser) hereby irrevocably waives any and all rightssuch claims are collectively referred to in this Section 10.3 as the “Claims”). Notwithstanding any other provision contained in this Agreement, titles, interests the Company and claims of the Seller each hereby irrevocably waive any kind that the Purchaser Claim they may have, now or in the future (in each case, however, prior to the consummation of a business combination), and shall will not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, the Trust Fund or any Additional Person for any reason whatsoever in respect thereof. The Purchaser agrees and acknowledges In the event that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter into this Agreement. The Purchaser further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To or the extent that the Purchaser Seller commences any action or Proceeding proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional PersonPurchaser, which Proceeding seeks, in whole or in part, monetary relief against the Company or any Additional Person, the Purchaser hereby acknowledges and agrees that the Purchaser’s sole remedy shall be against the Company’s funds held outside of the Trust Fund and that such claim shall not permit the Purchaser (or any party claiming on the Purchaser’s behalf or in lieu of the Purchaser) to have any claim against any Additional Person or the Trust Fund or any amounts contained therein. In the event that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding proceeding seeks, in whole or in part, relief against the Trust Fund, Fund or the Company’s public stockholders or any Additional Personof Purchaser, whether in the form of money damages or injunctive relief, the Company Purchaser shall be entitled to recover recover, on a joint and several basis, from the Purchaser Company or the Seller the associated legal fees and costs in connection with any such action, in the event the Company Purchaser prevails in such action or Proceedingproceeding.