Common use of Waiver of Claims Against Trust Clause in Contracts

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereform, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”). Buyer hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the CompanySPAC, filed with the Securities Exchange Commission on October 24February 3, 2018 2021 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company SPAC has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanySPAC’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company SPAC may disburse monies from the Trust Fund only: (i) to the Public Shareholders only under limited circumstances as set forth in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business CombinationProspectus. For and in consideration of the Company entering into entering into Issuer’s execution of this agreement with BuyerAgreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereformtherefrom, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company SPAC and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”). Buyer hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company SPAC and will not seek recourse against the Trust Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law. This Section 5.10 (Waiver of Claims against Trust) shall survive the termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer warrants and represents The Company acknowledges that it has read the IPO Prospectus and understands that the Company Parent has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO and certain additional proceeds (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 46,000,000 for the benefit of the CompanyParent’s public shareholders (“Public Shareholders”) and certain parties stockholders (including overallotment shares acquired by the underwriters of the IPO) (the “Public Stockholders”) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Parent may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders Stockholders in the event they elect to redeem ordinary shares of the Company their Parent Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the Company’s IPO Prospectus) (“Business Combination”), (iib) to the Public Shareholders Stockholders if the Company Parent fails to either (i) execute a definitive agreement for a Business Combination within eighteen (18) months after the closing of the IPO or (ii) consummate a Business Combination within twenty (21) months after the applicable time periodclosing of the IPO, and (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (ivc) to the Company Parent or the Parent’s successor after or concurrently with the consummation of a its Business Combination. For Subject to the last sentence of this Section 10.1, for and in consideration of the Company entering into Parent entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees on behalf of itself and its Subsidiaries, that it no Target Company does not now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereformAccount, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company Parent (or its Affiliates) and Buyerany Target Company, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Buyer Subject to the last sentence of this Section 10.1, the Company on behalf of itself and its Subsidiaries hereby irrevocably waives any Released Claims it may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts Contracts or agreements with the Company Parent or its Affiliates and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this Agreement). Buyer The Company 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 in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable under applicable lawLaw. To the extent any Target Company commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Parent or its Affiliates, which proceeding seeks, in whole or in part, monetary relief against the Parent or its Affiliates, the Company hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit any Target Company (or any party claiming on a Target Company’s behalf or in lieu of a Target Company) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that a Target Company commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Parent or its Affiliates which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, the Parent and its Affiliates shall be entitled to recover from the Target Companies the associated legal fees and costs in connection with any such action, in the event the Parent or its Affiliate prevails in such action or proceeding. Notwithstanding the foregoing, the Purchaser shall have all rights of the Parent to any distributions made to the Parent upon consummation of the Transactions after giving effect to (A) distributions made by the trustee to Public Stockholders that tender their Ordinary Shares in the Share Tender Offer and (B) the payment of expenses incurred by or on behalf of the Parent.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Company Stockholder each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within 21 months after the closing of the IPO, subject to extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Company Stockholder hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Company Stockholder nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the one hand, and the Company, the Company and BuyerStockholder or any of their respective Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Company Stockholder on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Company Stockholder each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Company Stockholder further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Company Stockholder or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Company Stockholder hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Company Stockholder or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Company Stockholder and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 10.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, the Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company and the Seller Representative hxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, the Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative (on behalf of the Company Stockholders) and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 9.01 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24dated July 14, 2018 2011 (File No. 333-173419) (the “Prospectus”). Buyer Li3 warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously additional proceeds (collectively with the IPO (collectively, with initial principal and interest accrued from time to time thereon, the “Trust FundAccount”) initially in an amount of $100,000,000 80,237,500 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundProspectus, the Company may disburse monies from the Trust Fund Account only: (i) to the Public Shareholders in the event they elect to redeem ordinary their shares of the Company in connection with the consummation of its initial business combination (as such term is used in the Company’s Prospectus) (“Business Combination”), (ii) to the Public Shareholders if the Company fails to consummate a its Business Combination within the applicable time periodon or prior to July 22, 2013, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a its Business Combination, and (iv) in any manner as provided in the Company’s Charter. For and in consideration of the Company entering into entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer Li3 hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereformAccount, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between Li3 and the Company and BuyerCompany, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”). Buyer Li3 hereby irrevocably waives any Claims it may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Buyer Li3 agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer Li3 further intends and understands such waiver to be valid, binding and enforceable under applicable lawLaw. To the extent Li3 commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company, which proceeding seeks, in whole or in part, monetary relief against the Company, Li3 hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Li3 (or any party claiming on Li3’s behalf) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that Li3 commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the Company shall be entitled to recover from Li3 the associated legal fees and costs in connection with any such action, in the event the Company prevails in such action or proceeding.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with Merger Sub and the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO, subject to extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund or dissolution expenses, and (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company, Merger Sub and the Seller Representative hxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Merger Sub or the Seller Representative nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement Merger Sub, the Seller Representative or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Merger Sub and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company, Merger Sub and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, Merger Sub and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company, Merger Sub or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, Merger Sub and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company, Merger Sub or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, Merger Sub, the Seller Representative and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the CompanyIssuer, filed with the Securities Exchange Commission on October 24, 2018 SEC (File No. 333-218341) (the “Prospectus”), and dated as of June 22, 2017. Buyer The Subscriber hereby represents and warrants and represents that it has read the Prospectus and understands that the Company Issuer has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyIssuer’s public shareholders stockholders (including overallotment shares acquired by the Issuer’s underwriters, the “Public ShareholdersStockholders”) ), and certain parties (including has read the underwriters provisions of the IPO) Prospectus relating thereto, and that, except for a portion as otherwise described in the Prospectus, the Issuer may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Common Shares in connection with the consummation of the Issuer’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of the deadline to consummate a Business Combination, (b) to the Public Stockholders if the Issuer fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts as necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Issuer after or concurrently with the consummation of a Business Combination. For and in consideration of the Company Issuer’s entering into entering into this agreement discussions with BuyerSubscriber regarding the Acquired Shares, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer Subscriber hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, to any proposed or actual business relationship between Subscriber and the Company and BuyerIssuer, this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Buyer The Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims it that Subscriber or its affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Issuer (including this Subscription Agreement) or its representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this Agreementany agreement with the Issuer or its affiliates). Buyer The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company Issuer and its affiliates to induce it the Issuer to enter in into this Subscription Agreement, and Buyer the Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. To the extent the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Issuer or its representatives, which proceeding seeks, in whole or in part, monetary relief against the Issuer or its representatives, the Subscriber hereby acknowledges and agrees that the Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Issuer or its representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, the Issuer and its representatives, as applicable, shall be entitled to recover from the Subscriber and its affiliates the associated legal fees and costs in connection with any such action, in the event the Issuer or its representatives, as applicable, prevails in such action or proceeding. This Section 10 will survive any termination or expiration of this Subscription Agreement and will continue with respect to claims against funds contained in the Trust Account (other than those set aside or otherwise attributable to distributions made to Public Stockholders) until such time as immediately after a Business Combination has been consummated; provided that with respect to claims involving distributions made to Public Stockholders and for transaction expenses paid (including deferred IPO underwriting discount and expenses payable to the Issuer’s underwriters in connection with the IPO), this Section 10 will survive indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants Each Party acknowledges and represents agrees that it has read the Prospectus and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) SPAC Shareholders and that, except for as otherwise described in the IPO Prospectus, SPAC may disburse monies from the Trust Account only in the manner described in the IPO Prospectus: (a) to SPAC Shareholders in the event they elect to redeem their shares of SPAC Shares (or Holdings Common Shares upon the Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus, the “Business Combination“) or in connection with an amendment to SPAC’s Organizational Documents to extend SPAC’s deadline to consummate a portion Business Combination, (b) to SPAC Shareholders if the SPAC fails to consummate a Business Combination within the time period specified in the SPAC Organizational Documents after the closing of the IPO, subject to further extension as described by the IPO Prospectus, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes Taxes and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees each of Holdings, the Company and the Company Shareholders, on behalf of themselves and the other Company Affiliates, acknowledge and agree that it does they do not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or any of its Representatives, on the one hand, and the Company, Holdings or the Company and BuyerShareholders or any Company Affiliate, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Trust Account Released Claims”). Buyer Each of the Company, Holdings and the Company Shareholders, on behalf of itself and its Affiliates, hereby irrevocably waives any Trust Account Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company SPAC or its Representatives and will not seek recourse against the Trust Fund (including any distributions therefrom) Account for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with SPAC). Buyer The Company, Holdings and the Company Shareholders each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC to induce it SPAC to enter in this Agreement, and Buyer each of the Company, Holdings and the Company Shareholders further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, Holdings or the Company Shareholders or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, each of the Company, Holdings and the Company Shareholders hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account (including any funds that have been released from the Trust Account or any assets that have been purchased or acquired with any such funds) and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding the foregoing, the Trust Account Released Claims and related waivers will not limit or prohibit the Company or any Company Shareholder from (i) pursuing a claim against SPAC, Merger Sub or any other person for (A) specific performance or other equitable relief in connection with the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to any redemption pursuant to the Redemption Rights)) or (B) for damages (subject to the provisions of this Agreement) for breach of this Agreement against SPAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and SPAC consummates a Business Combination with another Person or (ii) being entitled to the use of any remaining amounts in the Trust Account following the transactions contemplated by Section 8.20(b).

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the Company, filed with Pubco and the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Merger Subs hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment securities acquired by SPAC’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanySPAC’s public shareholders (including overallotment securities acquired by SPAC’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company SPAC may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their SPAC Class A Ordinary Shares in connection with the consummation of SPAC’s initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to SPAC’s Organizational Documents to extend SPAC’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company SPAC fails to consummate a Business Combination within 24 months after the applicable time periodClosing of the IPO, which has since been extended to January 1, 2024, and is subject to further extension by amendment to the SPAC’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund dissolution expenses, or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Pubco and the Merger Subs hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco or the Merger Subs nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Pubco and the Merger Subs on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this Agreement or any other agreement with SPAC or its Affiliates); provided that (x) nothing herein shall serve to limit or prohibit the Company’s, Pubco’s or Merger Subs’ right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Trust Account (other than distributions to Public Shareholders), for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Closing Redemption and payment of Expenses and other amounts in accordance with Section 5.17(a)) to Pubco and LLP in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate the Closing Redemption and (y) nothing herein shall serve to limit or prohibit any claims that the Company, Pubco or the Merger Subs may have in the future against SPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds, but excluding any distributions to Public Shareholders). Buyer Each of the Company, Pubco and the Merger Subs agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC and its Affiliates to induce it SPAC to enter in this Agreement, and Buyer each of the Company, Pubco and the Merger Subs further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company warrants and represents that it has read the IPO Prospectus and understands that the Company OAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO and the OAC Private Placement (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyOAC’s public shareholders stockholders (including overallotment shares acquired by OAC’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, OAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their OAC Shares in connection with the consummation of OAC’s initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”), (b) to the Public Stockholders if OAC fails to consummate a portion of Business Combination by September 12, 2017 or such earlier date as determined by OAC’s directors (as extended by the Initial Extension, the Second Extension and Third Extension, and as it may be further extended by the Extension), (c) with respect to any interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts Account necessary to pay any taxes and or for working capital purposes from the interest accrued in the Trust Fund requirements or (ivd) to the Company OAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into OAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor its Affiliates does not now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom that are paid directly or indirectly through OAC to Public Stockholders (“Public Distributions”), or make any claim against, against the Trust FundAccount (including any Public Distributions), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the OAC or its Representatives, on the one hand, and the Company and Buyeror its Representatives, on the other hand, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that the Company or its Affiliates may have against the Trust Fund Account (including any distributions therefromPublic Distributions) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company OAC or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromPublic Distributions) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with OAC or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company OAC and its Affiliates to induce it OAC to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable under applicable lawLaw. To the extent the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the OAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the OAC or its Representatives, the Company hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any Public Distributions) or any amounts contained therein. In the event that the Company or any of its Affiliates commences an Action based upon, in connection with, relating to or arising out of any matter relating to OAC or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any Public Distributions) or the Public Stockholders, whether in the form of money damages or injunctive relief, OAC and its Representatives shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such Action, in the event the OAC or its Representatives, as applicable, prevails in such Action. For the avoidance of doubt, for purposes of this Section 9.1, the members of the OAC Sponsor Group shall be deemed to be Affiliates of OAC. This Section 9.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, dated as of September 14, 2021, and filed with the Securities Exchange Commission on October 24September 16, 2018 2021 (File No. 333-258012) (the “IPO Prospectus”). Buyer The Investor hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company has established a trust account with the proceeds from its initial public offering pursuant to that certain Investment Management Trust Agreement, dated as of September 14, 2021, as it may be amended, by and between the Company and Continental Stock Transfer & Trust Company, in its capacity as trustee, as well as any other agreements entered into related to or governing such trust account (the “Trust Account”) in accordance with the IPO Prospectus containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by the Company’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders stockholders (including overallotment shares acquired by the Company’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders Stockholders in the event they elect to redeem ordinary their shares of the Company Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to the Company’s certificate of incorporation and bylaws, in each case as amended (the “Organizational Documents”), to extend the Company’s deadline to consummate a Business Combination, (iib) to the Public Shareholders Stockholders if the Company fails to consummate a Business Combination within 18 months after the applicable time periodclosing of the IPO, subject to extension by amendment to the Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Investor hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Investor nor any of its Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between the Company or any of its Representatives, on the one hand, and Buyerthe Investor or any of its Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Investor on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that it or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with the Company or its Affiliates). Buyer The Investor agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company and its Affiliates to induce it the Company to enter in this Agreement, and Buyer the Investor further intends and understands such waiver to be valid, binding and enforceable against it and each of its Affiliates under applicable lawLaw. To the extent that the Investor or any of its Affiliates commences any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation (each, an “Action”) based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, the Investor hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit it or any of its Affiliates (or any Person claiming on any of their behalfs or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Investor or any of its Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to the Company or its representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, the Company and its representatives, as applicable, shall be entitled to recover from the Investor and its Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event the Company or its representatives, as applicable, prevails in such Action. This Section 10.17 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the Company, filed with Pubco and the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Company Shareholders hereby warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to Purchaser’s shareholders in the event they elect to redeem their shares of Purchaser Ordinary Shares (or Pubco Ordinary Shares upon the Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an amendment to Purchaser’s Organisational Documents to extend Purchaser’s deadline to consummate a portion Business Combination; (b) to Purchaser’s shareholders if Purchaser fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, subject to further extension by amendment to Purchaser’s Organisational Documents; (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes franchise or income taxes; and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Pubco, and the Company Shareholders hereby agrees that it does not agree on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco and the Company Shareholders nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the one hand, and the Company, Pubco or the Company and BuyerShareholders or any of their respective Affiliates or Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Pubco and the Company Shareholders, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund (including any distributions therefrom) Account for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser). Buyer The Company, Pubco and the Company Shareholders each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, Pubco and the Company Shareholders further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, Pubco or the Company Shareholders or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, Pubco and the Company Shareholders hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account (including any funds that have been released from the Trust Account or any assets that have been purchased or acquired with any such funds) and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 12.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with Pubco, Merger Sub, the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representatives and each Seller hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Common Stock (or Pubco Ordinary Shares upon the Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within 12 months after the closing of the IPO (provided such date may be extended by an additional six (6) months), subject to further extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes franchise or income taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination, in each case, subject to the Trust Agreement. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Pubco, Merger Sub, the Seller Representatives and each Seller hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco, Merger Sub, the Seller Representatives or any Seller nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom made directly or indirectly to Public Stockholders (“Public Stockholder Distributions”), or make any claim against, against the Trust FundAccount (including any Public Stockholder Distributions), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement Pubco, Merger Sub, the Seller Representatives or any Seller or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Pubco, Merger Sub, the Seller Representatives and each Seller on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefromPublic Stockholder Distributions) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromPublic Stockholder Distributions) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company, Pubco, Merger Sub, the Seller Representatives and each Seller each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, Pubco, Merger Sub, the Seller Representatives and each Seller further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. Notwithstanding anything herein to the contrary in this Section 12.1, but otherwise subject to the terms of this Agreement, (A) the Company, Pubco, Merger Sub, the Seller Representatives or any Seller or any of their respective Affiliates may commence any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, against assets or funds held outside of the Trust Account (including any funds released from the Trust Account and assets that are acquired with such funds other than the Public Stockholder Distributions); provided that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account or any amounts contained therein or Public Stockholder Distributions, and (B) nothing in this Section 12.1 shall limit or prohibit the Company, Pubco, Merger Sub, the Seller Representatives, any Seller or any of their respective Affiliates from pursuing a claim against Purchaser for specific performance or other equitable relief. This Section 12.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company warrants and represents that it has read the IPO Prospectus and understands that the Company OAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO and the OAC Private Placement (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyOAC’s public shareholders stockholders (including overallotment shares acquired by OAC’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, OAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their OAC Ordinary Shares in connection with the consummation of OAC’s initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”), (b) to the Public Stockholders if OAC fails to consummate a portion of Business Combination by March 12, 2017 (as extended by the Initial Extension and the Second Extension, and as it may be further extended by the Extension), (c) with respect to any interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts Account necessary to pay any taxes and or for working capital purposes from the interest accrued in the Trust Fund requirements or (ivd) to the Company OAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into OAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor its Affiliates does not now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom that are paid directly or indirectly through OAC to Public Stockholders (“Public Distributions”), or make any claim against, against the Trust FundAccount (including any Public Distributions), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the OAC or its Representatives, on the one hand, and the Company and Buyeror its Representatives, on the other hand, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that the Company or its Affiliates may have against the Trust Fund Account (including any distributions therefromPublic Distributions) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company OAC or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromPublic Distributions) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with OAC or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company OAC and its Affiliates to induce it OAC to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable under applicable lawLaw. To the extent the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the OAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the OAC or its Representatives, the Company hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit any the Company or its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any Public Distributions) or any amounts contained therein. In the event that the Company or any of its Affiliates commences an Action based upon, in connection with, relating to or arising out of any matter relating to OAC or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any Public Distributions) or the Public Stockholders, whether in the form of money damages or injunctive relief, OAC and its Representatives shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such Action, in the event the OAC or its Representatives, as applicable, prevails in such Action. For the avoidance of doubt, for purposes of this Section 9.1, the members of the OAC Sponsor Group shall be deemed to be Affiliates of OAC. This Section 9.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the Company’s IPO Prospectus) (“Business Combination”), (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within eighteen (18) months after the applicable time periodclosing of the IPO, (iiic) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or Account, and (ivd) to the Company Purchaser after or concurrently with the consummation of a its Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor its Affiliates does not now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Purchaser or its Representatives, on the one hand, and the Company and Buyeror its Representatives, on the other hand, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that the Company or its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable under applicable lawLaw. To the extent the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Purchaser or its Representatives, the Company hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit any the Company or its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or any of its Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the Purchaser and its Representatives shall be entitled to recover from the Company, its Affiliates, and the Company Shareholders, the associated legal fees and costs in connection with any such Action, in the event the Purchaser or its Representatives, as applicable, prevails in such Action. For the avoidance of doubt, the Sponsor shall be deemed to be an Affiliate of Purchaser prior to the Closing. This Section 9.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference The Subscriber hereby acknowledges that it is made to aware that the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 Company will establish a trust account (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPOTrust Account”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of its public stockholders upon the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters closing of the IPO) . The Subscriber, for itself and thatits affiliates, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees that it does not now and shall not at any time hereafter have any has no right, title, interest or claim of any kind in or to any monies held in the Trust Fund or distributions thereformAccount, or make any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Subscriber may have in respect of any shares issued as part of the units sold in the IPO (“Public Shares”) held by the Subscriber. The Subscriber hereby agrees that it shall have no right of set-off or any right, title, interest or claim againstof any kind (“Claim”) to, or to any monies in, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matterAccount, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”). Buyer hereby irrevocably waives any Claims Claim to, or to any monies in, the Trust Account that it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result offuture, or arising out ofexcept for redemption and liquidation rights, if any, the Subscriber may have in respect of any negotiationsPublic Shares held by the Subscriber. In the event the Subscriber has any Claim against the Company under this Agreement, contracts or agreements with the Subscriber shall pursue such Claim solely against the Company and will its assets outside the Trust Account and not seek recourse against the property or any monies in the Trust Fund (including Account, except for redemption and liquidation rights, if any, the Subscriber may have in respect of any distributions therefrom) for any reason whatsoever (includingPublic Shares held by the Subscriber. If the foregoing accurately sets forth our understanding and agreement, without limitation, for an alleged breach please sign the enclosed copy of this Agreement). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce return it to enter in us. Accepted and agreed this Agreement__ day of __________, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law.2018. EDTECHX HOLDINGS ACQUISITION CORP. By: Name: Title: Address: Facsimile: Email: MANAGERS By: Name: Xxxxxxx XxXxxxxx Address: Facsimile: Email: By: Name: Xxxxxxxx Xxxxxxxx-Cloquet Address: Facsimile: Email: [SUBSCRIBER] By: Name: Title: Address: Facsimile: Email:

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Seller Representative hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative (on behalf of the Company Stockholders) and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 9.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Company Stockholder each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by the Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by the Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within 18 months after the closing of the IPO, subject to extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Company Stockholder hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Company Stockholder nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the one hand, and the Company, the Company and BuyerStockholder or any of their respective Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Company Stockholder on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Company Stockholder each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Company Stockholder further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Company Stockholder or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Company Stockholder hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Company Stockholder or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Company Stockholder and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 9.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Purchaser IPO Prospectus”). Buyer The Company hereby represents and warrants and represents that it has read the Purchaser IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the Purchaser IPO and the overallotment shares acquired by the Purchaser’s underwriters and from certain private placements occurring simultaneously with the Purchaser IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by the Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion as otherwise described in the Purchaser IPO Prospectus, the Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Purchaser Ordinary Shares in connection with the consummation of the Business Combination or in connection with an amendment to the Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within eighteen (18) months after the closing of the Purchaser IPO, subject to extension by amendment to the Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $50,000 in the Trust Fund or dissolution expenses, and (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between the Purchaser or any of its Representatives, on the one hand, and the Company and Buyeror any of its Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that the Company or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it the Purchaser to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable lawLaw. To the extent that the Company or any of its Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Purchaser or its Representatives, the Company hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or any of its Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, the Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event the Purchaser or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely. Notwithstanding the foregoing, (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Purchaser for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief (but excluding (i) restitution, disgorgement or other equitable relief to the extent affecting funds in the Trust Account or (ii) funds released from the Trust Account to the Public Stockholders or any assets purchased or acquired with such funds) in connection with the consummation of the transactions contemplated hereby (including a claim for Purchaser to specifically perform its obligations under this Agreement) so long as such claim would not affect Purchaser’s ability to fulfill its obligation to effectuate any Redemptions, and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Purchaser’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds, but excluding distributions to Public Stockholders).

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of Pubco, Merger Sub I, Merger Sub II, the Company, filed with Orca Midco, Orca and the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Company Shareholders hereby warrants and represents that it has read the IPO Prospectus and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) SPAC Shareholders and that, except for as otherwise described in the IPO Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the SPAC Shareholders in the event they elect to redeem their SPAC Class A Shares (or Pubco Ordinary Shares upon the Second Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an amendment to SPAC’s Organizational Documents to extend SPAC’s deadline to consummate a portion Business Combination; (b) to the SPAC Shareholders if SPAC fails to consummate a Business Combination within 15 months after the closing of the IPO, subject to further extension by amendment to SPAC’s Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes franchise or income taxes; and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of Pubco, Merger Sub I, Merger Sub II, the Company, Orca Midco, Orca and the Company Shareholders hereby agrees that it does not agree on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of Pubco, Merger Sub I, Merger Sub II, the Company, Orca Midco, Orca and the Company Shareholders nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or any of its Representatives, on the one hand, and Pubco, Merger Sub I, Merger Sub II, the Company, Orca Midco, Orca and the Company and BuyerShareholders or any of their respective Affiliates or Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of Pubco, Merger Sub I, Merger Sub II, the Company, Orca Midco, Orca and the Company Shareholders, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company SPAC or its Representatives and will not seek recourse against the Trust Fund (including any distributions therefrom) Account for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with SPAC). Buyer Pubco, Merger Sub I, Merger Sub II, the Company, Orca Midco, Orca and the Company Shareholders each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC to induce it SPAC to enter in this Agreement, and Buyer each of Pubco, Merger Sub I, Merger Sub II, the Company, Orca Midco, Orca and the Company Shareholders further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent Pubco, Merger Sub I, Merger Sub II, the Company, Orca Midco, Orca and the Company Shareholders or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, each of Pubco, Merger Sub I, Merger Sub II, the Company, Orca Midco, Orca and the Company Shareholders hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account (including any funds that have been released from the Trust Account or any assets that have been purchased or acquired with any such funds) and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 13.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters, the “Public Shareholders”) and certain parties (including the underwriters of the IPO) ), and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Class A Ordinary Shares in connection with the consummation of Purchaser’s initial business combination (as such term is used in the Company’s IPO Prospectus) (the “Business Combination”) or in connection with an Extension of its deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within fifteen months after the applicable closing of the IPO (or (x) up to 21 months if Purchaser extends the time periodto complete a Business Combination as further described in the IPO Prospectus or (y) any later date permitted pursuant to an Extension), (iiic) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund liquidation expenses, or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with BuyerAgreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or its Representatives, on the one hand, and the Company and Buyeror its Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as as, the “Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that the Company or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable lawLaw. To the extent that the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or any of its Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, and its Affiliates the associated legal fees and costs in connection with any such Action, in the event that Purchaser or its Representatives, as applicable, prevails in such Action. For the avoidance of doubt, Sponsor shall be deemed to be an Affiliate of the Purchaser Parties prior to the Closing. This Section 9.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer Each Seller hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment securities acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Class A Common Stock in connection with the consummation of the Purchaser’s initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (b) to the Public Stockholders if Purchaser fails to consummate a Business Combination within the timeframe specified in the Purchaser’s Organizational Documents, as amended, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and for working capital purposes from the interest accrued in the Trust Fund taxes, or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each Seller hereby agrees that it does not on behalf of itself and its controlled Affiliates that, notwithstanding anything to the contrary in this Agreement, neither a Seller nor any of its controlled Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each Seller on behalf of itself and its controlled Affiliates hereby irrevocably waives any Released Claims it that any such Seller or any of its controlled Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer Each Seller agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each Seller further intends and understands such waiver to be valid, binding and enforceable against such Seller and each of its controlled Affiliates under applicable lawLaw. To the extent that a Seller or any of its controlled Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, such Seller hereby acknowledges and agrees that its and its controlled Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Seller or any of its controlled Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that a Seller or any of its controlled Affiliates commences an Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, Purchaser and its Representatives, as applicable, shall be entitled to recover from the such Seller or its controlled Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 9.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within twelve (12) months after the applicable time periodclosing of the IPO, subject to extension, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom to Purchaser’s shareholders, or make any claim against, against the Trust FundAccount (including any distributions therefrom to Purchaser’s shareholders), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the one hand, and the Company and Buyeror any of its respective Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Trust Account Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Trust Account Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefromtherefrom to Purchaser’s shareholders) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromtherefrom to Purchaser’s shareholders) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or any of its respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, the Company hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom to Purchaser’s shareholders) or any amounts contained therein. In the event that the Company or any of its respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom to Purchaser’s shareholders) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company and its respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 10.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Class A Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within twelve (12) months after the closing of the IPO (or up to 18 months from the closing of the IPO if the Purchaser extends the period of time to consummate a business combination by the maximum amount as described in more detail in the Prospectus), subject to extension by an amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any franchise and income taxes and for working capital purposes from the interest accrued in the Trust Fund or up to $50,000 of dissolution expenses, and (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company and the Seller Representative hxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section ‎8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the CompanySPAC, dated as of July 20, 2021 and filed with the Securities Exchange Commission SEC (File No. 333-257185) on October 24July 22, 2018 2021 (the “Prospectus”). Buyer The Purchaser and the Sponsor each hereby represents and warrants and represents that it has read the Prospectus and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of the IPO and the overallotment securities acquired by its initial public offering (“IPO”) underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including without limitation interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanySPAC’s public shareholders (including without limitation overallotment shares acquired by SPAC’s underwriters, the “Public Shareholders”) and certain parties (including the underwriters of the IPO) ), and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundProspectus, the Company SPAC may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary their SPAC shares of the Company in connection with the consummation of the Company’s a Business Combination or in connection with an extension of its deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company SPAC fails to consummate a Business Combination within twenty-four (24) months after the applicable time periodclosing of the IPO, subject to extension by an amendment to SPAC’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Purchaser and the Sponsor each hereby agrees that on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither it does not nor any of its Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including without any limitation any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or its Representatives, on the Company one hand, and Buyerthe Purchaser and the Sponsor (as the case may be) or its Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability liability, except as expressly provided in any future definitive transaction document between SPAC and the Purchaser or to the extent the SPAC completes a Business Combination and funds are released to the SPAC from the trust account in accordance with the terms of the Trust Agreement (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Purchaser and the Sponsor each on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that it or any of its Affiliates may have against the Trust Fund Account (including without limitation any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company SPAC or its Representatives and will not seek recourse against the Trust Fund Account (including without limitation any distributions therefrom) for any reason whatsoever (including, including without limitation, limitation for an alleged breach of this AgreementAgreement or any other agreement with SPAC or its Affiliates). Buyer The Purchaser and the Sponsor each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC and its Affiliates to induce it SPAC to enter in into this Agreement, and Buyer the Purchaser and the Sponsor each further intends and understands such waiver to be valid, binding and enforceable against each of the Purchaser and the Sponsor and their respective Affiliates under applicable law. To the extent the Purchaser, Sponsor and their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to any Released Claims, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, the Purchaser and the Sponsor each hereby acknowledges and agrees that the sole remedy of Purchaser, Sponsor and their respective Affiliates shall be against funds held outside of the Trust Account and that such claim shall not permit Purchaser, Sponsor and their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including without limitation any distributions therefrom) or any amounts contained therein. In the event the Purchaser, the Sponsor or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Released Claims, which proceeding seeks, in whole or in part, relief against the Trust Account (including without limitation any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from the Purchaser or the Sponsor (as applicable) and their respective Affiliates the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Merger Sub and Parent hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Malacca has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment securities acquired by Malacca’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyMalacca’s public shareholders (including overallotment shares acquired by Malacca’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Malacca may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of their Malacca Ordinary Shares (or Company Ordinary Shares upon the Company Merger) in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to the Malacca Memorandum and Articles to extend Malacca’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Malacca fails to consummate a Business Combination within eighteen (18) months after the applicable time periodclosing of the IPO, subject to extension by amendment to the Malacca Memorandum and Articles, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund or dissolution expenses, and (ivd) to the Company Malacca after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Malacca entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Merger Sub and Parent hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Merger Sub or Parent nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Merger Sub and Parent on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Malacca or its Affiliates). Buyer The Company, Merger Sub and Parent each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Malacca and its Affiliates to induce it Malacca to enter in this Agreement, and Buyer each of the Company, Merger Sub and Parent further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company, Merger Sub or Parent or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Malacca or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Malacca or its Representatives, each of the Company, Merger Sub and Parent hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company, Merger Sub or Parent or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Malacca or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Malacca and its Representatives, as applicable, shall be entitled to recover from the Company, Merger Sub and Parent and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Malacca or its Representatives, as applicable, prevails in such Action. This Section 10.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of Parent, the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants Pubco and represents that it has read the Prospectus and Merger Sub understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (“Public Shareholders”) and certain parties stockholders (including overallotment shares acquired by Purchaser’s underwriters) (including any successors after the underwriters of Merger, the IPO“Purchaser Public Stockholders”) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Purchaser Public Stockholders in the event they elect to redeem their Purchaser Common Stock (or Pubco Ordinary Shares upon the Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Purchaser Public Stockholders if Purchaser fails to consummate a Business Combination within twelve (12) months after the closing of the IPO (provided such date may be extended by an additional six (6) months), subject to further extension by amendment to Purchaser’s Organizational Documents), (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts as necessary to pay any franchise or income taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund or dissolution expenses, and (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer Parent, the Company, Pubco and Merger Sub hereby agrees that it does not agree on behalf of themselves and their Affiliates that, notwithstanding anything to the contrary in this Agreement, none of Parent, the Company, Pubco or Merger Sub, nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Parent, the Company, Pubco and Merger Sub, on behalf of themselves and their Affiliates, hereby irrevocably waives waive any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company hereunder and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates); provided, however, the foregoing waiver will not limit or prohibit Parent, the Company, Pubco or Merger Sub from pursuing a claim against Purchaser or any other person for legal relief against monies or other assets of Purchaser held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions. Buyer agrees and acknowledges that such irrevocable waiver is material to This Section 10.1 shall survive termination of this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable lawfor any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with the Securities Exchange Commission on October 24Pubco, 2018 (the “Prospectus”). Buyer First Merger Sub and Second Merger Sub hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary their shares of Purchaser Ordinary Shares (or Pubco Ordinary Shares upon the Company Merger) in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (the “Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within 15 months after the applicable time periodclosing of the IPO (provided such date may be extended by an additional six (6) months), subject to further extension by amendment to Purchaser’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes franchise or income taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Pubco, First Merger Sub and Second Merger Sub hereby agrees that it does not agree on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco, First Merger Sub, Second Merger Sub nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement Pubco, First Merger Sub and Second Merger, or any Seller or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Pubco, First Merger Sub and Second Merger Sub on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromPublic Shareholder Distributions) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer agrees ; provided, however, that, for the avoidance of doubt, the foregoing waiver will not limit or prohibit the Company from pursuing a claim against the Purchaser or any other person (other than Public Shareholders with respect to funds released from the Trust Account pursuant to the Redemption), in each case for (i) legal relief against monies or other assets of the Purchaser held outside of the Trust Account (and acknowledges any assets that have been purchased or acquired with any such funds other than distributions therefrom to its public shareholders); (ii) specific performance or other equitable relief in connection with the Transactions, provided that (x) such claim is permitted pursuant to Section 12.7 and (y) the Company shall not be entitled to seek specific performance to enforce the release or other distribution of funds from the Trust Account; such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, Pubco, First Merger Sub and Second Merger Sub further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, Pubco, First Merger Sub and Second Merger Sub or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, Pubco, First Merger Sub and Second Merger Sub hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company, Pubco, First Merger Sub and Second Merger Sub any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, Pubco, First Merger Sub and Second Merger Sub or any of their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 11.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within eighteen (18) months after the applicable time periodclosing of the IPO, which has since been extended by amendment to Purchaser’s Organizational Documents to September 28, 2020 (after giving effect to the execution and delivery of this Agreement), and subject to further extension by amendment to Purchaser’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Seller Representative hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 9.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. (a) Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants Major Shareholders hereby represent and represents warrant that it has they have read the IPO Prospectus and understands understand that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within twenty-four (24) months after the applicable time periodclosing of the IPO (or prior to any other deadline to consummate a Business Combination established pursuant to an amendment to Purchaser’s Organizational Documents), subject to an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes franchise or income taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Major Shareholders hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company and the Major Shareholders nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereform, or make any claim against, the Trust Fundtherefrom, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Major Shareholders or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Major Shareholders on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Major Shareholders each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Major Shareholders further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company, the Major Shareholders or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Major Shareholders hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 14.1(a) shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with the Securities Exchange Commission on October 24Pubco, 2018 (the “Prospectus”). Buyer First Merger Sub and Second Merger Sub hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary their shares of Purchaser Ordinary Shares (or Pubco Ordinary Shares upon the Company Merger) in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (the “Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within 30 months after the applicable time periodclosing of the IPO, subject to further extension by amendment to Purchaser’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes franchise or income taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Pubco, First Merger Sub and Second Merger Sub hereby agrees that it does not agree on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco, First Merger Sub, Second Merger Sub nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom prior to the Closing, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement Pubco, First Merger Sub and Second Merger, or any Seller or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Pubco, First Merger Sub and Second Merger Sub on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromPublic Shareholder Distributions) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates); provided, however, that, for the avoidance of doubt, the foregoing waiver will not limit or prohibit the Company from pursuing a claim against the Purchaser or any other person (other than Public Shareholders with respect to funds released from the Trust Account pursuant to the Redemption), in each case for (i) legal relief against monies or other assets of the Purchaser held outside of the Trust Account (and any assets that have been purchased or acquired with any such funds other than distributions therefrom to its public shareholders); (ii) specific performance or other equitable relief in connection with the Transactions, provided that (x) such claim is permitted pursuant to Section 12.7 and (y) the Company shall not be entitled to seek specific performance to enforce the release or other distribution of funds from the Trust Account. Buyer agrees The Company, Pubco, First Merger Sub and acknowledges Second Merger Sub each agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, Pubco, First Merger Sub and Second Merger Sub further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, Pubco, First Merger Sub and Second Merger Sub or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, Pubco, First Merger Sub and Second Merger Sub hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company, Pubco, First Merger Sub and Second Merger Sub any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, Pubco, First Merger Sub and Second Merger Sub or any of their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 11.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (File No. 333-204995) (the “Prospectus”), and dated as of July 24, 2015 (the “Effective Date”). Buyer The Consultant warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 50,000,000 for the benefit of the Company’s public shareholders stockholders (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, that the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders Stockholders in the event they elect to redeem ordinary the shares of common stock of the Company in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”), (ii) to the Public Shareholders Stockholders if the Company fails to consummate a Business Combination within 24 months from the applicable time periodclosing of the IPO, (iii) any interest earned on the amounts held in the Trust Fund necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Consultant hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereform, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyerthe Consultant, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”). Buyer The Consultant hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Buyer The Consultant agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer the Consultant further intends and understands such waiver to be valid, binding and enforceable under applicable law. To the extent the Consultant commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company, which proceeding seeks, in whole or in part, monetary relief against the Company, the Consultant hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Fund and that such claim shall not permit the Consultant (or any party claiming on the Consultant’s behalf or in lieu of the Consultant) to have any claim against the Trust Fund (including any distributions therefrom) or any amounts contained therein. In the event the Consultant commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company, which proceeding seeks, in whole or in part, relief against the Trust Fund (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, the Company shall be entitled to recover from the Consultant the associated legal fees and costs in connection with any such action, in the event the Company prevails in such action or proceeding.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Class A Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within 18 months after the closing of the IPO, subject to extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund or dissolution expenses, and (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the one hand, and the Company and Buyeror any of its Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or any of its Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, the Company hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or any of its Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, and its Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the CompanyCompany and Merger Sub hereby acknowledges that pursuant to the IPO Prospectus, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company OceanTech has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment securities acquired by OceanTech’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyOceanTech’s public shareholders (including overallotment shares acquired by OceanTech’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company OceanTech may disburse monies from the Trust Fund Account, only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their OceanTech Class A Stock in connection with the consummation of OceanTech’s initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to OceanTech’s Organizational Documents to extend OceanTech’s deadline to consummate a Business Combination, (ii) to the Public Shareholders if the Company OceanTech fails to consummate a Business Combination (b) within eighteen (18) months after the applicable time periodclosing of the IPO, subject to extension as described in the Prospectus relating to OceanTech’s IPO and any further extensions which may be approved by OceanTech’s stockholders, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes Taxes and for working capital purposes from the up to $100,000 of interest accrued in the Trust Fund or to pay dissolution expenses, (ivd) to the Company OceanTech after or concurrently with the consummation of a Business Combination, and (e) OceanTech Transaction Expenses. For and in consideration of the Company entering into OceanTech entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and Merger Sub hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or Merger Sub nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and Merger Sub on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with OceanTech or its Affiliates). Buyer The Company and Merger Sub each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company OceanTech and its Affiliates to induce it OceanTech to enter in this Agreement, and Buyer each of the Company and Merger Sub further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or Merger Sub or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to OceanTech or its Representatives, which proceeding seeks, in whole or in part, monetary relief against OceanTech or its Representatives, each of the Company and Merger Sub hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against OceanTech pursuant to this Agreement for legal relief against monies or other assets of OceanTech held outside the Trust Account or for specific performance or other equitable relief in connection with the Transactions contemplated in this Agreement and the Ancillary Documents or for intentional fraud in the making of the representations and warranties in Article III. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Company and Merger Sub hereby represents and warrants and represents that it has read the Prospectus and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by SPAC’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanySPAC’s public shareholders stockholders (including overallotment shares acquired by SPAC’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their SPAC Class A Shares in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with a portion stockholder vote to amend SPAC Organizational Documents to modify the substance or timing of SPAC’s obligation to provide holders of SPAC Class A Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of SPAC Class A Shares if SPAC does not complete a Business Combination within 12 months from the closing of the IPO or with respect to any other provision relating to the rights of holders of SPAC Class A Shares, (b) to the Public Stockholders if SPAC fails to consummate a Business Combination within 12 months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes income Taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination, in each case, subject to the Trust Agreement. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and Merger Sub hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or Merger Sub nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereformAccount, or make any claim against, against the Trust FundAccount, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or any of its Representatives, on the one hand, and the Company and Buyeror Merger Sub or any of their respective Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and Merger Sub on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund (including any distributions therefrom) Account now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company SPAC or its Representatives and will not seek recourse against the Trust Fund (including any distributions therefrom) Account for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with SPAC or its Affiliates). Buyer The Company and Merger Sub each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC and its Affiliates to induce it SPAC to enter in this Agreement, and Buyer each of the Company and Merger Sub further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. Notwithstanding anything herein to the contrary, (A) the Company and Merger Sub or any of their respective Affiliates may commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, against assets or funds held outside of the Trust Account (including any funds released from the Trust Account and assets that are acquired with such funds but excluding any distributions to Public Stockholders); provided that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behaves or in lieu of them) to have any claim against the Trust Account or any amounts contained therein or any distributions to Public Stockholders, and (B) nothing herein shall limit or prohibit the Company and Merger Sub or any of their respective Affiliates from pursuing a claim against SPAC for specific performance or other equitable relief. This Section 9.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with the Securities Exchange Commission on October 24Pubco, 2018 (the “Prospectus”). Buyer Merger Sub and each Seller hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment securities acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment securities acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Common Stock (or Pubco Ordinary Shares upon the Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if Purchaser fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund dissolution expenses, or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Pubco, Merger Sub and each Seller hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco, Merger Sub or any Seller nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Pubco, Merger Sub and each Seller on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company, Pubco, Merger Sub and each Seller each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, Pubco, Merger Sub and each Seller further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, Pubco, Merger Sub or any Seller or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, Pubco, Merger Sub and each Seller hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company, Pubco, Merger Sub or any Seller or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, Pubco, Merger Sub and the Sellers and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 11.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with the Securities Exchange Commission on October 24Pubco, 2018 (the “Prospectus”). Buyer Merger Sub and each Seller hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment securities acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment securities acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of their Purchaser Ordinary Shares (or Pubco Ordinary Shares upon the Company Merger) in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within nine (9) months after the applicable time periodclosing of the IPO (or up to eighteen (18) months from the closing of the IPO if Purchaser, in accordance with the requirements of its Organizational Documents, extends its deadline to consummate a Business Combination), (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $60,000 in the Trust Fund dissolution expenses, or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Pubco, Merger Sub and each Seller hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco, Merger Sub or any Seller nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Pubco, Merger Sub and each Seller on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company, Pubco, Merger Sub and each Seller each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, Pubco, Merger Sub and each Seller further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, Pubco, Merger Sub or any Seller or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, Pubco, Merger Sub and each Seller hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company, Pubco, Merger Sub or any Seller or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, Pubco, Merger Sub and the Sellers and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 11.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by the Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by the Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to the Purchaser’s Organizational Documents to extend the Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within 12 months after the applicable time periodclosing of the IPO, subject to extension by amendment to the Purchaser’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Seller Representative hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between the Company Purchaser or any of its Representatives, on the one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with the Purchaser or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it the Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event the Purchaser or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by MTech’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Class A Common Stock (or shares of Pubco Common Stock upon the Purchaser Merger) in connection with the consummation of Purchaser’s initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an extension of its deadline to consummate a portion Business Combination, (b) to the Public Stockholders if Purchaser fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts as necessary to pay any franchise or income taxes and for working capital purposes from the interest accrued up to $15,000 in the Trust Fund liquidation expenses, or (ivd) to the Company Purchaser after or concurrently with the consummation of a its Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom directly or indirectly to Public Stockholders (“Excluded Distributions”), or make any claim against, against the Trust FundAccount (including with respect to any Excluded Distributions), regardless of whether such claim arises as a result of, in connection with or relating in for any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that the Company or any of its Affiliates may have against the Trust Fund Account (including with respect to any distributions therefromExcluded Distributions) now or in the future as a result of, or arising out of, any negotiations, contracts contracts, agreements or agreements understandings with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including with respect to any distributions therefromExcluded Distributions) for any reason whatsoever (including, without limitation, including for an alleged or actual breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable lawLaw. For the avoidance of doubt, Sponsor shall be deemed to be an Affiliate of the Purchaser Parties prior to the Closing. Notwithstanding the foregoing, except with respect to any Excluded Distributions, in the event this Agreement is terminated by the Company either pursuant to (x) Section 8.1(b) where the failure of the Closing to occur by the Outside Date was primarily caused by a material breach by a Purchaser Party under this Agreement or (y) Section 8.1(d), and Purchaser or any of its Subsidiaries completes a Business Combination with another entity thereafter, the Company shall not be prohibited from filing and pursuing a claim for damages in connection with this Agreement or the Transactions following consummation by Purchaser or any of its Subsidiaries of an alternative Business Combination, in each case against Purchaser or any of its Subsidiaries or any successor to Purchaser (but for the avoidance of doubt, not against any Public Stockholders). Furthermore, Purchaser and its Subsidiaries shall not execute any definitive agreement related to such alternative Business Combination that (a) attempts to prevent the Company from so filing or pursuing any such claim, or (b) permits the circumvention of the Company’s ability to file or pursue any such claim. This Section 9.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company hereby represents and warrants and represents that it has read the IPO Prospectus other than SEC Reports, the SPAC’s Organizational Documents, and the Trust Agreement and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by the IPO Underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanySPAC’s public shareholders (including overallotment shares acquired by the IPO Underwriters) (the “SPAC Public Shareholders”) and certain parties that, except as otherwise described in the IPO Prospectus, the SPAC may disburse monies from the Trust Account only: (including a) to the underwriters SPAC Public Shareholders in the event they elect to redeem their SPAC Shares in connection with the Business Combination or in connection with an amendment to the SPAC’s Organizational Documents to extend the SPAC’s deadline to consummate a Business Combination, (b) to the SPAC Public Shareholders if the SPAC fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to an Extension, (c) and that, except for a portion of the with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company AB PubCo after or concurrently simultaneously with the consummation of a Business Combination. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company nor any of its respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between the SPAC or any of its Representatives, on the one hand, and the Company and Buyeror any of its respective Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts Contracts or agreements with the Company SPAC or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this Agreement or any other agreement with the SPAC or its Affiliates); provided, however, that the foregoing waiver will not limit or prohibit the Company or its Affiliates from pursuing a claim against the SPAC, Amalco Sub or any other Person for legal relief against monies or other assets of the SPAC or Amalco Sub held outside of the Trust Account of for specific performance or other equitable relief in connection with the transactions contemplated by this Agreement). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC and its Affiliates to induce it the SPAC to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or any of its respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to the SPAC or its Representatives, which Proceeding seeks, in whole or in part, monetary relief against the SPAC or its Representatives, the Company hereby acknowledges and agrees that it and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the Company, filed with Pubco, the Securities Exchange Commission on October 24, 2018 (Merger Subs and the “Prospectus”). Buyer Seller Representative hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment securities acquired by SPAC’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanySPAC’s public shareholders (including overallotment securities acquired by SPAC’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company SPAC may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of their SPAC Class A Ordinary Shares (or Pubco Ordinary Shares upon the Company SPAC Merger) in connection with the consummation of SPAC’s initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to SPAC’s Organizational documents to extend SPAC’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company SPAC fails to consummate a Business Combination within fifteen (15) months after the applicable time periodclosing of the IPO (which will be automatically be extended for another three (3) months upon signing of this Agreement if the Closing has not occurred prior to such fifteen (15) month anniversary), and is subject to further extension by amendment to the SPAC’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund dissolution expenses, or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company, Pubco. the Merger Subs and the Seller Representative hxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco, the Merger Subs or the Seller Representative nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Pubco, the Merger Subs and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with SPAC or its Affiliates). Buyer Each of the Company, Pubco, the Merger Subs and the Seller Representative agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC and its Affiliates to induce it SPAC to enter in this Agreement, and Buyer each of the Company, Pubco, the Merger Subs and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company, Pubco, the Merger Subs or the Seller Representative or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, each of the Company, Pubco, the Merger Subs and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company, Pubco, the Merger Subs or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from the Company, Pubco. the Merger Subs and the Seller Representative and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event SPAC or its Representatives, as applicable, prevails in such Action. This Section 9.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer BGHL and PubCo each represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Perception has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Perception’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”time) initially in an amount of $100,000,000 for the benefit of the CompanyPerception’s public shareholders Shareholders (including overallotment shares acquired by Perception’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Perception may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Perception Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) or in connection with an amendment to Perception’s Organizational Documents to extend Perception’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Perception fails to consummate a Business Combination within 18 months after the applicable time periodclosing of the IPO, subject to extension by amendment to Perception’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes Taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund or dissolution expenses, and (ivd) to the Company Perception after or concurrently with the consummation of a Business Combination. For and in In consideration of the Company entering into Perception entering into this agreement with Buyer, Agreement BGHL and for other good PubCo agrees on behalf of itself and valuable consideration, the receipt and sufficiency its Affiliates that neither BGHL nor PubCo nor any of which is hereby acknowledged, Buyer hereby agrees that it does not their respective Affiliates do now and or shall not at any future time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformdistributions, or make any claim against, against the Trust FundAccount (including any distributions), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Perception or any of its Representatives, on the Company one hand, and BuyerBGHL and PubCo or any of their respective Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer hereby Each of BGHL and PubCo on behalf of itself and its Affiliates irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefromdistributions) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefromdistributions) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Perception or its Affiliates). Buyer BGHL and PubCo each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Perception and its Affiliates to induce it Perception to enter in this Agreement, and Buyer each of BGHL and PubCo further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that BGHL and PubCo or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Perception or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Perception or its Representatives, each of BGHL and PubCo acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions) or any amounts. This Section 10.1 shall survive termination of this Agreement.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Class A Common Stock in connection with the consummation of its Business Combination or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO, subject to extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund or dissolution expenses, and (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the one hand, and the Company and Buyeror any of its Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that the Company or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable lawLaw. To the extent that the Company or any of its Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, the Company hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or any of its Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely. Notwithstanding the foregoing, (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Purchaser for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief (but excluding (i) restitution, disgorgement or other equitable relief to the extent affecting funds in the Trust Account or (ii) funds released from the Trust Account to the Public Stockholders or any assets purchased or acquired with such funds) in connection with the consummation of the transactions contemplated hereby (including a claim for Purchaser to specifically perform its obligations under this Agreement) so long as such claim would not affect Purchaser’s ability to fulfill its obligation to effectuate the Redemptions, and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Purchaser’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds, but excluding distributions to Public Stockholders).

Waiver of Claims Against Trust. Reference is made to the final prospectus of the CompanyIAC, dated as of September 1, 2021, and filed with the Securities Exchange Commission SEC (Registration No. 333-258727) on October 24September 2, 2018 2021 (the “Prospectus”). Buyer The Company hereby represents and warrants and represents that it has read the Prospectus and understands that the Company IAC has established a trust account the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyIAC’s public shareholders stockholders (including overallotment shares acquired by IAC’s underwriters the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) ), and that, except for as otherwise described in the Prospectus, IAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their IAC Class A Common Stock pursuant to the Redemption in connection with the consummation of IAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a portion Business Combination, (b) to the Public Stockholders if IAC fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO, subject to extension by amendment to IAC’s organizational documents (currently extended as of the date hereof to June 7, 2024), (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts as necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund Taxes, or (ivd) to the Company IAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into IAC entering into this agreement with BuyerAgreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its controlled Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its controlled Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or the Transaction Documents or any proposed or actual business relationship between IAC or its Representatives, on the one hand, and the Company and Buyeror its Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Buyer The Company on behalf of itself and its controlled Affiliates hereby irrevocably waives any Released Claims it that the Company or any of its controlled Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts negotiations or agreements Contracts with the Company IAC or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with IAC or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company IAC and its Affiliates to induce it IAC to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its controlled Affiliates under applicable law.Law. To the extent the Company or any of its controlled Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to IAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against IAC or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its controlled Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its controlled Affiliates (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Company or any of its controlled Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to IAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of IAC, whether in the form of money damages or injunctive relief, IAC and its Representatives, as applicable, shall be entitled to recover from the Company and its controlled Affiliates the associated legal fees and costs in connection with any such action, in the event IAC or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement. Notwithstanding anything to the contrary in this Section 6.03, any action by any non-controlled Affiliate of the Company that, if taken by the Company or one of its controlled Affiliates, would be a breach of this Section 6.03 shall constitute a breach of this Section 6.03 by the Company and for which the Company shall be liable. 66

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with Pubco, Merger Sub, the Securities Exchange Commission on October 24, 2018 (Seller Representative and the “Prospectus”). Buyer Seller hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary their shares of Purchaser Ordinary Shares (or Pubco Ordinary Shares upon the Company Merger) in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (the “Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within 15 months after the applicable time periodclosing of the IPO (provided such date may be extended by an additional six (6) months), subject to further extension by amendment to Purchaser’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes franchise or income taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Pubco, Merger Sub, Seller and the Seller Representative hereby agrees that it does not agree on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco, Merger Sub, the Seller Representative and the Seller nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement Pubco, Merger Sub, the Seller Representative or the Seller or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Pubco, Merger Sub, the Seller Representative and the Seller on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromPublic Shareholder Distributions) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company, Pubco, Merger Sub, the Seller Representative and the Seller each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, Pubco, Merger Sub, the Seller Representative and the Seller further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, Pubco, Merger Sub, the Seller Representative or the Seller or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, Pubco, Merger Sub, the Seller Representative and the Seller hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company, Pubco, Merger Sub, the Seller Representative or the Seller or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, Pubco, Merger Sub, the Seller Representative and the Sellers and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 12.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the Company, filed with Company Entities and each Seller and the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and Seller Representative understands that the Company JWAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by JWAC’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyJWAC’s public shareholders stockholders (including overallotment shares acquired by JWAC’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, JWAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of JWAC Common Stock (or Pubco Ordinary Shares upon the Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to JWAC’s Organizational documents to extend JWAC’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if JWAC fails to consummate a Business Combination within twelve (12) months after the closing of the IPO (provided such date may be extended by up to an additional six (6) months), subject to further extension by amendment to JWAC’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and up to $50,000 for working capital purposes from the interest accrued in the Trust Fund or dissolution expenses, and (ivd) to the Company JWAC after or concurrently with the consummation of a Business Combination, in each case, subject to the Trust Agreement. For and in consideration of the Company entering into JWAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company Entities and each Seller and the Seller Representative hxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company Entities or any Seller or the Seller Representative nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom made directly or indirectly to Public Stockholders (“Public Stockholder Distributions”), or make any claim against, against the Trust FundAccount (including any Public Stockholder Distributions), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between JWAC or any of its Representatives, on the one hand, and the Company and BuyerEntities or any Seller or the Seller Representative or any of their respective Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company Entities, each Seller and the Seller Representative, each on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefromPublic Stockholder Distributions) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company JWAC or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromPublic Stockholder Distributions) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with JWAC or its Affiliates). Buyer The Company Entities and each Seller and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company JWAC and its Affiliates to induce it JWAC to enter in this Agreement, and Buyer each of the Company Entities and each Seller and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. Notwithstanding anything herein to the contrary in this Section 12.1, but otherwise subject to the terms of this Agreement, (A) the Company Entities or any Seller or the Seller Representative or any of their respective Affiliates may commence any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to JWAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against JWAC or its Representatives, against assets or funds held outside of the Trust Account (including any funds released from the Trust Account and assets that are acquired with such funds other than the Public Stockholder Distributions); provided that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account or any amounts contained therein or Public Stockholder Distributions, and (B) nothing in this Section 12.1 shall limit or prohibit the Company Entities, any Seller or the Seller Representative or any of their respective Affiliates from pursuing a claim against JWAC for specific performance or other equitable relief. This Section 12.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents The Subscriber hereby acknowledges that it has read the Prospectus and understands is aware that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust FundAccount”) initially in an amount of $100,000,000 for the benefit of its public stockholders upon the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters closing of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer The Subscriber hereby agrees that it does not now and shall not at any time hereafter have any has no right, title, interest or claim of any kind in or to any monies held in the Trust Fund Account, except for redemption and liquidation rights the Subscriber may have in respect of any shares of Class A Common Stock issued as part of the units sold in the IPO (“Public Shares”) held by the Subscriber, if any. The Subscriber hereby agrees that it shall have no right of set-off or distributions thereformany right, title, interest or claim of any kind (“Claim”) to, or make to any claim againstmonies in, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matterAccount, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”). Buyer hereby irrevocably waives any Claims Claim to, or to any monies in, the Trust Account that it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result offuture, or arising out ofexcept for redemption and liquidation rights the Subscriber may have in respect of any Public Shares held by the Subscriber, if any. In the event the Subscriber has any negotiationsClaim against the Company under this Agreement, contracts or agreements with the Subscriber shall pursue such Claim solely against the Company and will its assets outside the Trust Account and not seek recourse against the property or any monies in the Trust Fund (including Account, except for redemption and liquidation rights the Subscriber may have in respect of any distributions therefrom) for any reason whatsoever (includingPublic Shares held by the Subscriber, without limitationif any. If the foregoing accurately sets forth our understanding and agreement, for an alleged breach please sign the enclosed copy of this Agreement). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce return it to enter in this Agreementus. Very truly yours, SILVERBOX ENGAGED MERGER CORP I By: /s/ Sxxxxxx Xxxxxxxx Name: Sxxxxxx Xxxxxxxx Title: Chief Executive Officer AUTHENTIC BRANDS LLC By: /s/ Txx Xxxxx Name: Txx Xxxxx Title: Co-Chief Executive Officer Accepted and Buyer further intends and understands such waiver to be validagreed as of the date first set forth above. ENGAGED CAPITAL, binding and enforceable under applicable law.LLC By: /s/ Gxxxx Xxxxxxx Name: Gxxxx Xxxxxxx Title: Managing Member

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within twelve (12) months, or fifteen (15) months if the applicable Purchaser extends the period of time periodto consummate a Business Combination in accordance with Purchaser’s Organizational Documents, after the closing of the IPO, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company and the Seller Representative hxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative (on behalf of the Company Stockholders) and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 9.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the Company, filed with Pubco and the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Merger Subs hereby represents and warrants and represents that it has read the Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary their shares of the Company Purchaser Class A Shares in connection with the consummation of its initial business combination (as such term is used in the Company’s IPO Prospectus) (“Business Combination”) or in connection with a shareholder vote to amend Purchaser’s Organizational Documents to modify the substance or timing of Purchaser’s obligation to provide holders of Purchaser Class A Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of Purchaser Class A Shares if Purchaser does not complete a Business Combination within 24 months (or 27 months if Purchaser has executed a letter of intent, agreement in principle or definitive agreement for its Business Combination within 24 months after the closing of the IPO but has not completed the Business Combination within such 24 month period) from the closing of the IPO or with respect to any other provision relating to the rights of holders of Purchaser Class A Shares, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within 24 months after the applicable time closing of the IPO (or 27 months if Purchaser has executed a letter of intent, agreement in principle or definitive agreement for its Business Combination within 24 months after the closing of the IPO but has not completed the Business Combination within such 24 month period, subject to further extension by amendment to Purchaser’s Organizational Documents), (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes income taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination, in each case, subject to the Trust Agreement. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Pubco and the Merger Subs hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco or the Merger Subs nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereformAccount, or make any claim against, against the Trust FundAccount, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement Pubco or the Merger Subs or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Pubco and the Merger Subs on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund (including any distributions therefrom) Account now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund (including any distributions therefrom) Account for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company, Pubco and the Merger Subs each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, Pubco, and Merger Subs further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. Notwithstanding anything herein to the contrary, (A) the Company, Pubco and the Merger Subs or any of their respective Affiliates may commence any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, against assets or funds held outside of the Trust Account (including any funds released from the Trust Account and assets that are acquired with such funds); provided that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behaves or in lieu of them) to have any claim against the Trust Account or any amounts contained therein, and (B) nothing herein shall limit or prohibit the Company, Pubco, and the Merger Subs or any of their respective Affiliates from pursuing a claim against Purchaser for specific performance or other equitable relief. This Section 9.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with the Securities Exchange Commission on October 24Pubco, 2018 (the “Prospectus”). Buyer First Merger Sub and Second Merger Sub hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) Shareholders and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary their shares of Purchaser Ordinary Shares (or Pubco Ordinary Shares upon the Company Merger) in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (the “Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within nine (9) months after the applicable time periodclosing of the IPO (provided such date may be extended by up to an additional twelve (12) months), subject to further extension by amendment to Purchaser’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes franchise or income taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Pubco, First Merger Sub and Second Merger Sub hereby agrees that it does not agree on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco, First Merger Sub, Second Merger Sub nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement Pubco, First Merger Sub and Second Merger, or any Seller or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Pubco, First Merger Sub and Second Merger Sub on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromto Public Shareholders) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer agrees ; provided, however, that, for the avoidance of doubt, the foregoing waiver will not limit or prohibit the Company from pursuing a claim against Purchaser or any other person (other than Public Shareholders with respect to funds released from the Trust Account pursuant to the Redemption), in each case for (i) legal relief against monies or other assets of Purchaser held outside of the Trust Account (and acknowledges any assets that have been purchased or acquired with any such funds other than distributions therefrom to its Public Shareholders); (ii) specific performance or other equitable relief in connection with the Transactions, provided that (x) such claim is permitted pursuant to Section 11.7 and (y) the Company shall not be entitled to seek specific performance to enforce the release or other distribution of funds from the Trust Account; such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, Pubco, First Merger Sub and Second Merger Sub further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, Pubco, First Merger Sub and Second Merger Sub or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, Pubco, First Merger Sub and Second Merger Sub hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behaves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company, Pubco, First Merger Sub and Second Merger Sub any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, Pubco, First Merger Sub and Second Merger Sub or any of their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 10.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within fifteen (15) months after the applicable time periodclosing of the IPO, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Seller Representative hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative (on behalf of the Company Stockholders) and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 9.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus other than SEC Reports, the Purchaser’s Organizational Documents, and the Trust Agreement and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by the IPO Underwriter and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by the IPO Underwriter) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of the CompanyPurchaser’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within twelve (12) months after the applicable time periodclosing of the IPO, subject to an Extension, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently simultaneously with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company and the Seller Representative hxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts Contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this Agreement or any other agreement with Purchaser or its Affiliates); provided, however, that the foregoing waiver will not limit or prohibit the Company or its Affiliates from pursuing a claim against the Purchaser, Denali Merger Sub, Longevity Merger Sub or any other Person for legal relief against monies or other assets of the Purchaser, Denali Merger Sub, or Longevity Merger Sub held outside of the Trust Account of for specific performance or other equitable relief in connection with the transactions contemplated by this Agreement). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which Proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company hereby represents and warrants and represents that it has read the IPO Prospectus other than SEC Reports, the SPAC’s Organizational Documents, and the Trust Agreement and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanySPAC’s public shareholders (the “SPAC Public Shareholders”) and certain parties (including that the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company SPAC may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued Account only as set forth in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business CombinationAgreement. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company nor any of its respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between the SPAC or any of its Representatives, on the one hand, and the Company and Buyeror any of its respective Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts Contracts or agreements with the Company SPAC or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this Agreement or any other agreement with the SPAC or its Affiliates); provided, however, that the foregoing waiver will not limit or prohibit the Company or its Affiliates from pursuing a claim against the SPAC, Amalco Sub or any other Person for legal relief against monies or other assets of the SPAC or Amalco Sub held outside of the Trust Account of for specific performance or other equitable relief in connection with the transactions contemplated by this Agreement). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC and its Affiliates to induce it the SPAC to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or any of its respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to the SPAC or its Representatives, which Proceeding seeks, in whole or in part, monetary relief against the SPAC or its Representatives, the Company hereby acknowledges and agrees that it and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. Seller Merger Sub and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents Seller hereby acknowledges that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (including any successors after the Merger, the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Class A Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within eighteen (18) months after the applicable time periodclosing of the IPO, (iiic) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer Seller Merger Sub and the Seller hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of Seller Merger Sub, the Seller, nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the Company one hand, and BuyerSeller Merger Sub, this Agreement or the Seller or their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Seller Merger Sub and the Seller on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer Seller Merger Sub and the Seller each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer Seller Merger Sub and the Seller each further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent Seller Merger Sub or the Seller or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, Seller Merger Sub and the Seller each hereby acknowledge and agree that such Party’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that Seller Merger Sub or the Seller commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from Seller Merger Sub and the Seller and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with Pubco, Merger Sub, each Seller and the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (including any successors after the Merger, the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of their Purchaser Ordinary Shares (or Pubco Ordinary Shares upon the Company Merger) in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within twelve (12) months after the applicable time periodclosing of the IPO (provided such date may be extended by an additional six (6) months), subject to further extension by amendment to Purchaser’s Organizational Documents), (iiic) c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any franchise or income taxes and for working capital purposes from the interest accrued up to $100,000 USD in the Trust Fund or dissolution expenses, and (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company, Pubco, Merger Sub, each Seller and the Seller Representative hereby agrees that it does not agree on behalf of themselves and their Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco, Merger Sub, any Seller or the Seller Representative nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Company, Pubco, Merger Sub, each Seller and the Seller Representative on behalf of themselves and their Affiliates hereby irrevocably waives waive any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company hereunder and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company, Pubco, Merger Sub, each Seller and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser, Pubco and their respective Affiliates to induce it Purchaser and Pubco to enter in this Agreement, and Buyer the Company, Purchaser, Pubco, Merger Sub, each Seller and the Seller Representative each further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent any Party or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to this Agreement or the Transactions, which proceeding seeks, in whole or in part, monetary relief against the Trust Account, the Parties each hereby acknowledge and agree that such Party’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that any Party commences an Action which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the party or parties defending such claim shall be entitled to recover from the Party commencing such Action, the associated legal fees and costs in connection with any such Action, in the event the Party defending such Action prevails in such Action. This Section 12.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer warrants The Company and represents each Seller hereby acknowledges that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO and the overallotment shares acquired by Purchaser’s underwriters (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (including any successors after the Merger, the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Class A Common Stock (or Pubco Ordinary Shares upon the Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within twelve (12) months (or up to twenty (21) months if extended pursuant to the terms of the Purchaser Charter) after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts as necessary to pay any franchise or income taxes or for any liquidation expenses, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company and each Seller hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, any Seller nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser, Pubco or any of their respective Representatives, on the Company one hand, and Buyerthe Company, this Agreement any Seller or their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Buyer The Company and each Seller on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that the Company, any Seller or any of their respective Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser, Pubco or their respective Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser, Pubco or their respective Affiliates). Buyer The Company and each Seller each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser, Pubco and their respective Affiliates to induce it Purchaser, Pubco and Merger Sub to enter in this Agreement, and Buyer the Company and each Seller further intends and understands such waiver to be valid, binding and enforceable against the Company, each Seller and each of their respective Affiliates under applicable lawLaw. To the extent the Company, any Seller or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser, Pubco or their respective Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser, Pubco or their respective Representatives, the Company and each Seller hereby acknowledges and agrees that their and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit any the Company, any Seller or any of their respective Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company, any Seller or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser, Pubco or their respective Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, Purchaser, Pubco and their respective Representatives, as applicable, shall be entitled to recover from the Company, the Sellers and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser, Pubco or their respective Representatives, as applicable, prevails in such Action. This Section 12.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants Each Party acknowledges and represents agrees that it has read the Prospectus and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) SPAC Shareholders and that, except for as otherwise described in the IPO Prospectus, SPAC may disburse monies from the Trust Account only in the manner described in the IPO Prospectus: (a) to SPAC Shareholders in the event they elect to redeem their shares of SPAC Shares (or Holdings Ordinary Shares upon the Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus, the “Business Combination”) or in connection with an amendment to SPAC’s Organizational Documents to extend SPAC’s deadline to consummate a portion Business Combination, (b) to SPAC Shareholders if the SPAC fails to consummate a Business Combination within the time period specified in the SPAC Organizational Documents after the closing of the IPO, subject to further extension as described by the IPO Prospectus, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes Taxes and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees each of Holdings, the Company and the Company Shareholders, on behalf of themselves and the other Company Affiliates, acknowledge and agree that it does they do not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom to SPAC’s public shareholders, or make any claim against, against the Trust FundAccount (including any distributions therefrom to SPAC’s public shareholders), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or any of its Representatives, on the one hand, and the Company, Holdings or the Company and BuyerShareholders or any Company Affiliate, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Trust Account Released Claims”). Buyer Each of the Company, Holdings and the Company Shareholders, on behalf of itself and its Affiliates, hereby irrevocably waives any Trust Account Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefromtherefrom to SPAC’s public shareholders) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company SPAC or its Representatives and will not seek recourse against the Trust Fund (including any distributions therefrom) Account for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with SPAC). Buyer The Company, Holdings and the Company Shareholders each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC to induce it SPAC to enter in this Agreement, and Buyer each of the Company, Holdings and the Company Shareholders further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, Holdings or the Company Shareholders or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, each of the Company, Holdings and the Company Shareholders hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account (including any funds that have been released from the Trust Account or any assets that have been purchased or acquired with any such funds) and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom to SPAC’s public shareholders) or any amounts contained therein. Notwithstanding the foregoing, the Trust Account Released Claims and related waivers will not limit or prohibit the Company or any Company Shareholder from (i) pursuing a claim against SPAC, Merger Sub or any other person for (A) specific performance or other equitable relief in connection with the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to any redemption pursuant to the Redemption Rights)) or (B) for damages (subject to the provisions of this Agreement) for breach of this Agreement against SPAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and SPAC consummates a Business Combination with another Person or (ii) being entitled to the use of any remaining amounts in the Trust Account following the transactions contemplated by Section 9.20(b).

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Company Stockholder each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by the Purchaser's underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by the Purchaser's underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within 18 months after the closing of the IPO, subject to extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Company Stockholder hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Company Stockholder nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the one hand, and the Company, the Company and BuyerStockholder or any of their respective Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Company Stockholder on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Company Stockholder each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Company Stockholder further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Company Stockholder or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Company Stockholder hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Company Stockholder or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Company Stockholder and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 9.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the Company, filed with the Securities Exchange Commission on October 24SPV Holdco, 2018 (the “Prospectus”). Buyer Pubco, Merger Sub I and Merger Sub II and hereby represents and warrants and represents that it has read the IPO Prospectus and the SPAC’s Governing Documents and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanySPAC’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) stockholders and that, except for as otherwise described in the IPO Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the SPAC’s stockholders in the event they elect to redeem their shares of SPAC Class A Common Stock (or Pubco Ordinary Shares upon the Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an amendment to SPAC’s Governing Documents to extend SPAC’s deadline to consummate a portion Business Combination, (b) to the SPAC’s stockholders if the SPAC fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, subject to further extension by amendment to SPAC’s Governing Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes franchise or income taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, SPV Holdco, Pubco, Merger Sub I and Merger Sub II hereby agrees that it does not agrees, on behalf of itself and its Affiliates, that, notwithstanding anything to the contrary in this Agreement, none of the Company, SPV Holdco, Pubco, Merger Sub I, Merger Sub II or any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Target Companies or any of their respective Affiliates or Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, SPV Holdco, Pubco, Merger Sub I and Merger Sub II, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company SPAC or its Representatives and will not seek recourse against the Trust Fund (including any distributions therefrom) Account for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with SPAC). Buyer The Company, SPV Holdco, Pubco, Merger Sub I and Merger Sub II each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC to induce it SPAC to enter in this Agreement, and Buyer each of the Company, SPV Holdco, Pubco, Merger Sub I and Merger Sub II further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, SPV Holdco, Pubco, Merger Sub I, Merger Sub II or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, each of the Company, SPV Holdco, Pubco, Merger Sub I and Merger Sub II hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account (including any funds that have been released from the Trust Account or any assets that have been purchased or acquired with any such funds) and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 9.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by the Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by the Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to the Purchaser’s Organizational Documents to extend the Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within 21 months after the applicable time periodclosing of the IPO, subject to extension by amendment to the Purchaser’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company and the Seller Representative xxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between the Company Purchaser or any of its Representatives, on the one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with the Purchaser or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it the Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event the Purchaser or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with the Securities Exchange Commission on October 24, 2018 (Company Shareholders and the “Prospectus”). Buyer Company Representative hereby each represents and warrants and represents that it it/he has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (including any successors after the Business Combination, the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if Purchaser fails to consummate a Business Combination within twelve (12) months after the End Date of the IPO (provided such date may be extended by an additional six (6) months), subject to further extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby the Company, each Company Shareholder, and the Company Representative hxxxxx agrees that it does not on behalf of themselves and their Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, any Company Shareholder, or the Company Representative nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the one hand, and the Company, the Company and BuyerRepresentative or any of their respective Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Company, each Company Shareholder, and the Company Representative on behalf of themselves and their Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company hereunder and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company, each Company Shareholder, and the Company Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer the Company, each Company Shareholder, and the Company Representative each further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that any Party or any of its respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to this Agreement or Transactions, which proceeding seeks, in whole or in part, monetary relief against the Trust Account, the Parties each hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that any Party or any of its respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to this Agreement and the Transactions which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, the Party or parties defending such claim, shall be entitled to recover from the Party commencing such Action the associated legal fees and costs in connection with any such Action, in the event the Party defending such Action prevails in such Action. This Section 11.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within twelve (12) months after the applicable time periodclosing of the IPO, subject to extension, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom to Purchaser’s shareholders, or make any claim against, against the Trust FundAccount (including any distributions therefrom to Purchaser’s shareholders), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the one hand, and the Company and Buyeror any of its respective Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Trust Account Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Trust Account Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefromtherefrom to Purchaser’s shareholders) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromtherefrom to Purchaser’s shareholders) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or any of its respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, the Company hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom to Purchaser’s shareholders) or any amounts contained therein. In the event that the Company or any of its respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom to Purchaser’s shareholders) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company and its respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section ‎10.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the CompanyGCAC, dated as of January 29, 2021 and filed with the Securities Exchange Commission SEC (Registration No. 333-248087) on October 24February 2, 2018 2021 (the “Prospectus”). Buyer The Company hereby represents and warrants and represents that it has read the Prospectus and understands that the Company GCAC has established a trust account the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyGCAC’s public shareholders stockholders (including overallotment shares acquired by GCAC’s underwriters the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) ), and that, except for as otherwise described in the Prospectus, GCAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their GCAC Class A Common Stock pursuant to the Redemption in connection with the consummation of GCAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a portion Business Combination, (b) to the Public Stockholders if GCAC fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO, subject to extension by amendment to GCAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts as necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund Taxes, or (ivd) to the Company GCAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into GCAC entering into this agreement with BuyerAgreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its controlled Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its controlled Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or the Transaction Documents or any proposed or actual business relationship between GCAC or its Representatives, on the one hand, and the Company and Buyeror its Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Buyer The Company on behalf of itself and its controlled Affiliates hereby irrevocably waives any Released Claims it that the Company or any of its controlled Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts negotiations or agreements Contracts with the Company GCAC or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with GCAC or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company GCAC and its Affiliates to induce it GCAC to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its controlled Affiliates under applicable lawLaw. To the extent the Company or any of its controlled Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to GCAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against GCAC or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its controlled Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its controlled Affiliates (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Company or any of its controlled Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to GCAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of GCAC, whether in the form of money damages or injunctive relief, GCAC and its Representatives, as applicable, shall be entitled to recover from the Company and its controlled Affiliates the associated legal fees and costs in connection with any such action, in the event GCAC or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement. Notwithstanding anything to the contrary in this Section 6.03, any action by any non-controlled Affiliate of the Company that, if taken by the Company or one of its controlled Affiliates, would be a breach of this Section 6.03 shall constitute a breach of this Section 6.03 by the Company and for which the Company shall be liable.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Target Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants ’s Representatives each hereby represent and represents warrant that it has they have read the IPO Prospectus and understands understand that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Target Company and the Company’s Representatives hereby agrees that agree on behalf of it does not and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Target Company or the Company’s Representatives nor any of their respective Affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Target Company, this Agreement the Company’s Representatives or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Target Companies and the Company’s Representatives on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer agrees The Target Company and acknowledges the Company’s Representatives each agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Target Company and the Company’s Representatives further intends intend and understands understand such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Company’s Representatives or any of their respective Affiliates commence any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Target Company and the Company’s Representatives hereby acknowledge and agree that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Target Company or the Company’s Representatives or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Target Company, the Company’s Representatives (on behalf of the Company Shareholders) and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 12.1 shall survive termination of this Agreement for any reason and continue indefinitely.