Common use of No Claim Against Trust Account Clause in Contracts

No Claim Against Trust Account. The Parties acknowledge that SPAC is a blank check company with the powers and privileges to effect a Business Combination. The Parties further acknowledges that, as described in the prospectus dated September 29, 2021 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s public offering and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of SPAC, certain of its public stockholders and the underwriters of SPAC’s initial public offering. The Parties acknowledge that they have been advised by SPAC that, except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if SPAC completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if SPAC fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to SPAC in limited amounts to permit SPAC to pay the costs and expenses of its liquidation and dissolution, and then to SPAC’s public stockholders; and (iii) if SPAC holds a stockholder vote to amend SPAC’s certificate of incorporation to modify the substance or timing of the obligation to redeem 100% of SPAC Shares if SPAC fails to complete a Business Combination within the allotted time period, then for the redemption of any SPAC Shares properly tendered in connection with such vote. For and in consideration of SPAC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties (on behalf of themselves, their Affiliates and their respective Representatives) hereby irrevocably waive any right, title, interest or claim of any kind it has or may have in the future in or to the Trust Account, and agrees not to seek recourse against the Trust Account or any funds distributed therefrom regardless of whether such right, title interest or claim of any kind arises as a result of, in connection with or relating in any way to this Agreement, negotiations related to the Transactions or any other matter, and regardless of whether such claim arises based on Contract, tort, equity or any other theory of legal liability. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the Parties’ right to pursue a claim against SPAC pursuant to this Agreement for legal relief against monies or other assets of SPAC held outside the Trust Account (other than distribution therefrom directly or indirectly to SPAC’s public stockholders), or for specific performance or other equitable relief in connection with the transactions contemplated in this Agreement and the other Transaction Agreements. Each Party agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC to induce SPAC to enter this Agreement, and each Party further intends and understands such waiver to be valid, binding and enforceable. This Section 8.9 shall survive the termination of this Agreement for any reason. 45

No Claim Against Trust Account. The Parties Each of the Company and the Stockholder Representative acknowledge that SPAC is a blank check company with Parent has established the powers and privileges to effect a Business Combination. The Parties further acknowledges thatTrust Account, as described in which holds the prospectus dated September 29, 2021 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s its initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a trust account offering, for the benefit of SPAC, certain of its public stockholders and the underwriters of SPAC’s initial public offering. The Parties acknowledge that they have been advised by SPAC that, except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if SPAC completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if SPAC fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to SPAC in limited amounts to permit SPAC to pay the costs and expenses of its liquidation and dissolution, and then to SPAC’s public stockholders; and (iii) if SPAC holds a stockholder vote to amend SPAC’s certificate of incorporation to modify the substance or timing of the obligation to redeem 100% of SPAC Shares if SPAC fails to complete a Business Combination within the allotted time period, then for the redemption of any SPAC Shares properly tendered in connection with such vote. For and in consideration of SPAC Parent entering into this AgreementAgreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties Company and the Stockholder Representative, each for itself and its respective Affiliates it has the authority to bind, hereby agrees 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 assets in the Trust Account (on behalf or distributions therefrom to (i) the holders of themselvesParent Class B Common Stock upon the Parent Stockholder Redemption and (ii) the underwriters of Parent’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account, their Affiliates in each case as set forth in the Trust Agreement (collectively, the “Trust Distributions”)), and their respective Representatives) hereby irrevocably waive waives any right, title, interest or claim of any kind it has or may have in the future in or to the Trust Account, Account (including the Trust Distributions) and agrees not to seek recourse against the Trust Account or any funds distributed therefrom regardless of whether such right, title interest or claim of any kind arises as a result of, in connection with or relating in any way to this Agreement, negotiations related to the Transactions or any other matter, and regardless of whether such claim arises based on Contract, tort, equity or any other theory of legal liability. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the Parties’ right to pursue a claim against SPAC pursuant to this Agreement for legal relief against monies or other assets of SPAC held outside (including the Trust Account (other than distribution therefrom directly or indirectly to SPAC’s public stockholders), or Distributions) for specific performance or other equitable relief in connection with the transactions contemplated in this Agreement and the other Transaction Agreementsany reason whatsoever. Each Party The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC Parent to induce SPAC Parent to enter in this Agreement, and each Party the Company further intends and understands such waiver to be valid, binding and enforceableenforceable against the Company and each of their respective Affiliates that it has the authority to bind under applicable Legal Requirements. This Section 8.9 To the extent the Company or any of its Affiliates that it has the authority to bind commences any Legal Proceeding against Parent or any of its Affiliates based upon, in connection with, relating to or arising out of any matter relating to Parent, its Affiliates or its Representatives, which Legal Proceeding seeks, in whole or in part, monetary relief against Parent, its Affiliates or its Representatives, the Company hereby acknowledges and agrees that each of the Company’s and such Affiliates’ sole remedy shall survive be against assets of Parent or such Affiliate or Representatives not in the termination Trust Account and that such claim shall not permit the Company or such Affiliates (or any Person claiming on any of this Agreement for their behalves) to have any reason. 45claim against the Trust Account (including the Trust Distributions) or any amounts contained in the Trust Account while in the Trust Account.

No Claim Against Trust Account. The Parties acknowledge that SPAC is a blank check company with the powers and privileges to effect a Business Combination. The Parties further acknowledges that, as described in the prospectus dated September 29, 2021 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s public offering and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of SPAC, certain of its public stockholders and the underwriters of SPAC’s initial public offering. The Parties acknowledge that they have been advised by SPAC that, except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if SPAC completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if SPAC fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to SPAC in limited amounts to permit SPAC to pay the costs and expenses of its liquidation and dissolution, and then to SPAC’s public stockholders; and (iii) if SPAC holds a stockholder vote to amend SPAC’s certificate of incorporation to modify the substance or timing of the obligation to redeem 100% of SPAC Shares if SPAC fails to complete a Business Combination within the allotted time period, then for the redemption of any SPAC Shares properly tendered in connection with such vote. For and in consideration of SPAC Parent entering into this Agreement, the receipt and sufficiency of which are is hereby acknowledged, the Parties (Company hereby irrevocably waives, on behalf of themselvesitself and its Affiliates, their Affiliates and their respective Representatives) hereby irrevocably waive notwithstanding anything to the contrary in this Agreement, any right, title, interest or claim of any kind it has or may have in the future in or to the Trust AccountAccount (and any monies therein) or distributions therefrom, and agrees not to seek recourse against the Trust Account or any funds distributed therefrom regardless of whether such right, title interest or claim of any kind arises as a result of, in connection with or relating in any way to to, this AgreementAgreement or any proposed or actual business relationship between Parent or its Representatives, negotiations related to on the Transactions one hand, and the Company or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on Contractcontract, tort, equity or any other theory of legal liability. Notwithstanding the foregoing; provided, that (a) nothing herein shall serve to limit or prohibit the Parties’ Company’s right to pursue a claim against SPAC pursuant to this Agreement Parent for (i) legal relief against monies or other assets of SPAC held outside the Trust Account or (other than distribution therefrom directly or indirectly to SPAC’s public stockholders), or for ii) specific performance or other equitable relief in connection with the transactions contemplated consummation of the Transactions (including a claim for Parent 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 Parent Stockholder Redemptions) to the Company in accordance with the terms of this Agreement and the other Transaction AgreementsTrust Agreement) so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the Parent Stockholder Redemptions and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Parent’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account (except any such funds released in order to effectuate the Parent Stockholder Redemptions) and any assets that have been purchased or acquired with any such funds) (collectively, including subject to the foregoing limitations set forth in sub-clauses (a) and (b) the “Released Claims”). Each Party The Company, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims that the Company or any of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with Parent or its Affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC Parent and its Affiliates to induce SPAC Parent to enter into this Agreement, and each Party the Company further intends and understands such waiver to be valid, binding and enforceable. This Section 8.9 shall survive enforceable against the termination Company and each of this Agreement for any reason. 45its Affiliates under applicable Law.

No Claim Against Trust Account. The Parties acknowledge that SPAC is a blank check company with the powers and privileges to effect a Business Combination. The Parties further acknowledges that, as described in the prospectus dated September 29, 2021 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of SPAC’s assets consist Each of the cash proceeds of SPAC’s public offering Company, the Sellers and private placements of its securities and substantially all of those proceeds have been deposited in a trust account the Seller Representative acknowledges that Acquiror has established the Trust Account for the benefit of SPACits public shareholders, certain which holds proceeds of its public stockholders and the underwriters of SPAC’s initial public offering. The Parties acknowledge that they have been advised by SPAC that, except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if SPAC completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if SPAC fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to SPAC in limited amounts to permit SPAC to pay the costs and expenses of its liquidation and dissolution, and then to SPAC’s public stockholders; and (iii) if SPAC holds a stockholder vote to amend SPAC’s certificate of incorporation to modify the substance or timing of the obligation to redeem 100% of SPAC Shares if SPAC fails to complete a Business Combination within the allotted time period, then for the redemption of any SPAC Shares properly tendered in connection with such vote. For and in consideration of SPAC Acquiror entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, each of the Parties (on behalf of themselvesCompany, their the Sellers and the Seller Representative, for itself and its Affiliates it has the authority to bind, hereby agrees it does not now and their respective Representatives) hereby irrevocably waive shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets in the Trust Account (or distributions therefrom to (i) Acquiror’s public shareholders upon the redemption of their shares and (ii) the underwriters of Acquiror’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account, in each case as set forth in the Trust Agreement (collectively, the “Trust Distributions”)), and hereby waives any claims it has or may have in the future in or to at any time solely against the Trust AccountAccount (including the Trust Distributions) as a result of, or arising out of, any discussions or Contracts (including this Agreement) between Acquiror, on the one hand, and agrees the Sellers, the Seller Representative and/or the Company, on the other hand, and will not to seek recourse against the Trust Account or any funds distributed therefrom regardless of whether such right, title interest or claim of any kind arises as a result of, in connection with or relating in any way to this Agreement, negotiations related to the Transactions or any other matter, and regardless of whether such claim arises based on Contract, tort, equity or any other theory of legal liability. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the Parties’ right to pursue a claim against SPAC pursuant to this Agreement for legal relief against monies or other assets of SPAC held outside (including the Trust Account (other than distribution therefrom directly or indirectly to SPAC’s public stockholders)Distributions) for any reason whatsoever. Each of the Company, or for specific performance or other equitable relief in connection with the transactions contemplated in this Agreement Sellers and the other Transaction Agreements. Each Party Seller Representative agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC Acquiror to induce SPAC Acquiror to enter in this Agreement, and each Party of the Company, the Sellers and the Seller Representative further intends intend and understands understand such waiver to be valid, binding and enforceableenforceable against each of the Company, the Sellers and the Seller Representative, respectively, and each of their respective Affiliates that they have the authority to bind under Applicable Legal Requirements. This Section 8.9 To the extent any of the Company, any Sellers or the Seller Representative or any of its respective Affiliates that it has the authority to bind commences any Legal Proceeding against Acquiror or any of its Affiliates based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its representatives, which Legal Proceeding seeks, in whole or in part, monetary relief against Acquiror or its representatives, each of the Company, the Sellers and the Seller Representative hereby acknowledges and agrees that their and their respective Affiliates’ sole remedy shall survive be against assets of Acquiror not in the termination Trust Account and that such claim shall not permit the Company, the Sellers and the Seller Representative or any of this Agreement for their respective Affiliates (or any reason. 45Person claiming on any of their behalves) to have any claim against the Trust Account (including the Trust Distributions) or any amounts contained in the Trust Account while in the Trust Account.

No Claim Against Trust Account. The Parties acknowledge Company acknowledges that SPAC is a blank check company with Parent has established the powers and privileges to effect a Business Combination. The Parties further acknowledges that, as described in the prospectus dated September 29, 2021 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s public offering and private placements of its securities and substantially all of those proceeds have been deposited in a trust account Trust Account for the benefit of SPACits public stockholders, certain which holds proceeds of its public stockholders and the underwriters of SPAC’s initial public offering. The Parties acknowledge that they have been advised by SPAC that, except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if SPAC completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if SPAC fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to SPAC in limited amounts to permit SPAC to pay the costs and expenses of its liquidation and dissolution, and then to SPAC’s public stockholders; and (iii) if SPAC holds a stockholder vote to amend SPAC’s certificate of incorporation to modify the substance or timing of the obligation to redeem 100% of SPAC Shares if SPAC fails to complete a Business Combination within the allotted time period, then for the redemption of any SPAC Shares properly tendered in connection with such vote. For and in consideration of SPAC Parent entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Parties (on behalf of themselvesCompany, their for itself and its Affiliates it has the authority to bind, hereby agrees it does not now and their respective Representatives) hereby irrevocably waive will not at any time hereafter have any right, title, interest or claim of any kind in or to any assets in the Trust Account (or distributions therefrom to (i) Parent’s public stockholders upon the redemption of their shares and (ii) the underwriters of Parent’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account, in each case as set forth in the Trust Agreement (collectively, the “Trust Distributions”)), and hereby waives any claims it has or may have in the future in or to at any time solely against the Trust AccountAccount (including the Trust Distributions) as a result of, or arising out of, any discussions or Contracts (including this Agreement) between Parent, on the one hand, and agrees the Company, on the other hand, and will not to seek recourse against the Trust Account or (including the Trust Distributions) for any funds distributed therefrom regardless of whether such rightreason whatsoever; provided, title interest or claim of any kind arises as a result ofhowever, in connection with or relating in any way to this Agreement, negotiations related to the Transactions or any other matter, and regardless of whether such claim arises based on Contract, tort, equity or any other theory of legal liability. Notwithstanding the foregoing, that (a) nothing herein shall will serve to limit or prohibit the Parties’ Company’s right to pursue a claim against SPAC pursuant to this Agreement Parent for (i) legal relief against monies or other assets of SPAC held outside the Trust Account or (other than distribution therefrom directly or indirectly to SPAC’s public stockholders), or for ii) specific performance or other equitable relief in connection with the transactions contemplated consummation of the Transactions (including a claim for Parent 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 Parent Stockholder Redemptions) to the Company in accordance with the terms of this Agreement and the other Transaction AgreementsTrust Agreement) so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the Parent Stockholder Redemptions and (b) nothing herein will serve to limit or prohibit any claims that the Company may have in the future against Parent’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account (except any such funds released in order to effectuate the Parent Stockholder Redemptions) and any assets that have been purchased or acquired with any such funds). Each Party The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC Parent to induce SPAC Parent to enter in this Agreement, and each Party the Company further intends and understands such waiver to be valid, binding and enforceableenforceable against the Company and its Affiliates it has the authority to bind under Applicable Legal Requirements. To the extent the Company or any of its respective Affiliates that it has the authority to bind commences any Legal Proceeding against Parent or any of its Affiliates based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which Legal Proceeding seeks, in whole or in part, monetary relief against Parent or its Representatives, the Company hereby acknowledges and agrees that the Company and its Affiliates’ sole remedy will be against assets of Parent not in the Trust Account and that such claim will not permit the Company or any of its Affiliates (or any Person claiming on any of their behalves) to have any claim against the Trust Account (including the Trust Distributions) or any amounts contained in the Trust Account while in the Trust Account. This Section 8.9 shall 7.07 will survive the termination of this Agreement for any reason. 45.

No Claim Against Trust Account. The Parties Notwithstanding anything else in this Agreement, the Company and Seller acknowledge that SPAC is they have read the Prospectus and understand that Parent has established the Trust Account for the benefit of Parent’s public shareholders and that Parent may disburse monies from the Trust Account only (a) to Parent’s public shareholders in the event they elect to have their shares redeemed in accordance with Parent’s Charter Documents and/or the liquidation of Parent, (b) to Parent after, or concurrently with, the consummation of a blank check company Business Combination, (c) to Parent in limited amounts for its working capital requirements and tax obligations, (d) as repayment of loans and reimbursement of expenses to directors, officers and founding shareholders of Parent, and (e) to third parties (e.g., professionals, printers, etc.) who have rendered services to Parent in connection with the powers its operations and privileges efforts to effect a Business Combination. All liabilities and obligations of Parent due and owing or incurred at or prior to the Closing shall be paid as and when due, including all amounts payable (x) to Parent’s public shareholders in the event they elect to have their shares redeemed in accordance with Parent’s Charter Documents and/or the liquidation of Parent, (y) to Parent after, or concurrently with, the consummation of a business combination, and (z) to Parent in limited amounts for its working capital requirements and tax obligations,. The Parties Company and Seller further acknowledges acknowledge that, as described in if the prospectus dated September 29transactions contemplated by this Agreement (or, 2021 (upon termination of this Agreement, another Business Combination) are not consummated by December 8, 2014, Parent will be obligated to return to its shareholders the “Prospectus”), available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s public offering and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of SPAC, certain of its public stockholders and the underwriters of SPAC’s initial public offering. The Parties acknowledge that they have been advised by SPAC that, except with respect to interest earned on the funds amounts being held in the Trust Account that may be released to SPAC to pay its franchise TaxAccount, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if SPAC completes the transactions which constitute a Business Combination, then to those Persons and in unless such amounts as described in the Prospectus; (ii) if SPAC fails to complete a Business Combination within the allotted time period and liquidates, subject date is otherwise extended pursuant to the terms of the Certificate of Incorporation. Upon the Closing, Parent shall cause the Trust Agreement, Account to SPAC in limited amounts be disbursed to permit SPAC to pay the costs Parent and expenses of its liquidation and dissolution, and then to SPAC’s public stockholders; and (iii) if SPAC holds a stockholder vote to amend SPAC’s certificate of incorporation to modify the substance or timing of the obligation to redeem 100% of SPAC Shares if SPAC fails to complete a Business Combination within the allotted time period, then for the redemption of any SPAC Shares properly tendered in connection with such vote. For and in consideration of SPAC entering into as otherwise contemplated by this Agreement. Accordingly, the receipt Company and sufficiency Seller, for each of which are itself and its subsidiaries, affiliated entities, directors, officers, employees, shareholders, representatives, advisors and all other associates and Affiliates, hereby acknowledged, the Parties (on behalf of themselves, their Affiliates and their respective Representatives) hereby irrevocably waive any rightall rights, title, interest or claim of any kind it has against Parent to collect from the Trust Account any monies that may be owed to them by Parent for any reason whatsoever, including to a breach of this Agreement by Parent or may have any negotiations, agreements or understandings with Parent (whether in the future in past, present or to the Trust Accountfuture), and agrees will not to seek recourse against the Trust Account or at any funds distributed therefrom regardless of whether such right, title interest or claim of time for any kind arises as a result ofreason whatsoever, in connection with or relating in any way to this Agreement, negotiations related to the Transactions or any other matter, and regardless of whether such claim arises based on Contract, tort, equity or any other theory of legal liability. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the Parties’ right to pursue a claim against SPAC pursuant to each case except as expressly contemplated by this Agreement for legal relief against monies or other assets of SPAC held outside (including the Trust Account (other than distribution therefrom directly or indirectly to SPAC’s public stockholdersremedies provided in Section 10.14), or for specific performance or other equitable relief in connection with the transactions contemplated in this Agreement and the other Transaction Agreements. Each Party agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC to induce SPAC to enter this Agreement, and each Party further intends and understands such waiver to be valid, binding and enforceable. This Section 8.9 shall paragraph will survive the termination of this Agreement for any reason. 45.

No Claim Against Trust Account. The Parties acknowledge that SPAC Reference is a blank check company made to the final prospectus of SPAC, filed with the powers and privileges to effect a Business CombinationSEC (File No. The Parties further acknowledges that001-39813) on December 21, as described in the prospectus dated September 29, 2021 2020 (the “SPAC Prospectus”). Each of the Company and Merger Sub acknowledges, available at xxx.xxx.xxx, substantially all of agrees and understands that SPAC’s assets consist of Trust Account contains the cash proceeds of SPAC’s its initial public offering and from certain private placements of its securities and substantially all of those proceeds have been deposited in a trust account occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC, certain of its ’s public stockholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the underwriters SPAC Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their SPAC Shares in connection with the consummation of SPAC’s initial public offering. The Parties acknowledge that they have been advised by 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 Business Combination, (b) to the Public Stockholders if SPAC thatfails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, except (c) with respect to any interest earned on the funds amounts held in the Trust Account that may be released Account, as necessary to pay for any franchise and income taxes and up to $100,000 in dissolution expenses, or (d) to SPAC to pay its franchise Tax, income Tax and similar obligations, after or concurrently with the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if SPAC completes the transactions which constitute consummation of a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if SPAC fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to SPAC in limited amounts to permit SPAC to pay the costs and expenses of its liquidation and dissolution, and then to SPAC’s public stockholders; and (iii) if SPAC holds a stockholder vote to amend SPAC’s certificate of incorporation to modify the substance or timing of the obligation to redeem 100% of SPAC Shares if SPAC fails to complete a Business Combination within the allotted time period, then for the redemption of any SPAC Shares properly tendered in connection with such vote. For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Parties (Company hereby agrees on behalf of themselvesitself and its Affiliates that, their none of the Company nor any of its Affiliates and their respective Representatives) hereby irrevocably waive does now or shall at any time hereafter have any right, title, interest or claim of any kind it has or may have in the future in or to any monies in the Trust AccountAccount or distributions therefrom, and agrees not to seek recourse or make any claim against the Trust Account or (including any funds distributed therefrom distributions therefrom), regardless of whether such right, title interest or claim of any kind arises as a result of, in connection with or relating in any way to to, this AgreementAgreement or any proposed or actual business relationship between SPAC or any of its Representatives, negotiations related to on the Transactions one hand, and the Company or any of its Representatives or Affiliates, on the other hand, or any other matter, and regardless of whether such claim arises based on Contractcontract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Notwithstanding the foregoingThe Company, nothing herein shall serve to limit on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that it or prohibit the Parties’ right to pursue a claim any of its Representative or Affiliates may have against SPAC pursuant to this Agreement for legal relief against monies or other assets of SPAC held outside the Trust Account (other than distribution therefrom directly including distributions therefrom) now or indirectly to SPAC’s public stockholders)in the future as a result of, or for specific performance arising out of, any negotiations, contracts or other equitable relief in connection agreements with SPAC or its Representatives and agrees that it will not seek recourse against the transactions contemplated in this Agreement and the other Transaction Agreements. Each Party agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC to induce SPAC to enter this Agreement, and each Party further intends and understands such waiver to be valid, binding and enforceable. This Section 8.9 shall survive the termination of this Agreement Trust Account for any reasonreason whatsoever (including for an alleged breach of any agreement with SPAC or its Affiliates). 45101

No Claim Against Trust Account. The Parties acknowledge Each Company Party acknowledges and understands that SPAC is a blank check company with has established the powers and privileges to effect a Business Combination. The Parties further acknowledges that, as Trust Account described in the prospectus dated September 29, 2021 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s public offering and private placements of its securities and substantially all of those proceeds have been deposited in a trust account therein for the benefit of SPAC, certain of its ’s public stockholders shareholders and that disbursements from the underwriters of SPAC’s initial public offeringTrust Account are available only in the limited circumstances set forth in the Trust Agreement. The Parties acknowledge that they have been advised by SPAC Company further acknowledges that, except with respect if the Transactions are not, or, in the event of a termination of this Agreement, another business combination is not, consummated by the Business Combination Deadline or, SPAC will be obligated to interest earned on return to its shareholders the funds amounts being held in the Trust Account that may be released to SPAC to pay its franchise TaxAccount. Accordingly, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if SPAC completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if SPAC fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms each of the Trust Agreement, to SPAC in limited amounts to permit SPAC to pay the costs and expenses of its liquidation and dissolution, and then to SPAC’s public stockholders; and (iii) if SPAC holds a stockholder vote to amend SPAC’s certificate of incorporation to modify the substance or timing of the obligation to redeem 100% of SPAC Shares if SPAC fails to complete a Business Combination within the allotted time period, then for the redemption of any SPAC Shares properly tendered in connection with such vote. For and in consideration of SPAC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company Parties (on behalf of themselves, their Affiliates and their respective Representatives) hereby irrevocably waive waives any right, title, interest or claim (whether based on contract, tort, equity or any other theory of legal liability) of any kind it has or may have in the future in or to the Trust Account, Account and agrees not to seek recourse against the Trust Account or any funds distributed therefrom regardless of whether such right, title interest or claim of any kind arises as a result of, in connection with or relating in any way to arising out of, this Agreement, negotiations related to the Transactions or any other matternegotiations, and regardless of whether such claim arises based on Contract, tort, equity contracts or any other theory of legal liability. Notwithstanding the foregoing, agreements with SPAC; provided that: (a) nothing herein shall serve to limit or prohibit the Parties’ any Company Party’s right to pursue a claim against SPAC pursuant to this Agreement for legal relief against monies or other assets of SPAC held outside the Trust Account (other than distribution therefrom directly or indirectly to SPAC’s public stockholders), or for specific performance or other equitable relief in connection with the transactions contemplated Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Stockholder Redemptions) to the Company in accordance with the terms of this Agreement and the other Transaction Agreements. Each Trust Agreement) (so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate any SPAC Stockholder Redemption) or for Intentional Fraud; and (b) nothing herein shall serve to limit or prohibit any claims that any Company Party agrees and acknowledges that such irrevocable waiver is material may have in the future pursuant to this Agreement and specifically relied upon by SPAC against SPAC’s assets or funds that are not held in the Trust Account (including, for the avoidance of doubt, any such assets or funds that have been released from the Trust Account). Notwithstanding anything herein to induce SPAC to enter the contrary, this Agreement, and each Party further intends and understands such waiver to be valid, binding and enforceable. This Section 8.9 7.8 shall survive the termination of this Agreement for any reason. 45.

No Claim Against Trust Account. The Parties acknowledge Company acknowledges and represents that SPAC is a blank check company with the powers and privileges to effect a Business Combination. The Parties further acknowledges that, as described in the prospectus dated September 29, 2021 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s public offering and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of SPAC, certain of its public stockholders and the underwriters of SPAC’s initial public offering. The Parties acknowledge that they have been advised by SPAC that, except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if SPAC completes it has read the transactions which constitute a Business Combination, then to those Persons publicly-filed prospectus of Parent for and in such amounts as described in the Prospectus; (ii) if SPAC fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to SPAC in limited amounts to permit SPAC to pay the costs and expenses of its liquidation and dissolution, and then to SPAC’s public stockholders; and (iii) if SPAC holds a stockholder vote to amend SPAC’s certificate of incorporation to modify the substance or timing of the obligation to redeem 100% of SPAC Shares if SPAC fails to complete a Business Combination within the allotted time period, then for the redemption of any SPAC Shares properly tendered in connection with such vote. For and in partial consideration of SPAC Parent entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, and that Parent has established the Parties Trust Account for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, Parent may disburse monies from the Trust Account only: (on behalf a) to the public stockholders in the event of themselvesthe conversion of their shares upon consummation of a business combination or amendment to Parent’s certificate of incorporation relating to pre-business combination activity, their Affiliates (b) to the public stockholders in connection with Parent’s liquidation in the event Parent’s is unable to consummate a business combination within the required time period or (c) to Parent concurrently with, or after it consummates a business combination, and their respective Representatives(ii) hereby irrevocably waive notwithstanding anything in this Agreement to the contrary, it agrees that it does not have any right, title, interest or claim of any kind in or to any monies of the Trust Account (a “Trust Claim”) and waives any Trust Claim it has or may have in the future in as a result of, or to the Trust Accountarising out of, any negotiations, contracts or agreements with Parent and agrees will not to seek recourse against the Trust Account or for any funds distributed therefrom regardless of whether such right, title interest or claim of any kind arises as a result of, in connection with or relating in any way to this Agreement, negotiations related to reason whatsoever. Parent acknowledges and agrees that (A) the Transactions or any other matter, and regardless of whether such claim arises based on Contract, tort, equity or any other theory of legal liability. Notwithstanding the foregoing, nothing herein foregoing shall serve to not limit or prohibit any claims that the Parties’ right to pursue a claim against SPAC Company may have in the future pursuant to this Agreement for legal relief against monies or other assets of SPAC Parent held outside the Trust Account (other than distribution therefrom directly or indirectly to SPAC’s public stockholders), or for specific performance or other equitable relief in connection with the transactions contemplated Transactions or for Fraud in this Agreement the making of the representations and warranties in Article IV, and (B) nothing herein shall serve to limit or prohibit any claims that the other Transaction Agreements. Each Party agrees and acknowledges that such irrevocable waiver is material Company or the Seller may have in the future pursuant to this Agreement and specifically relied upon against Parent’s assets or funds that are not held in the Trust Account (including any funds released from the Trust Account following the consummation of a Business Combination by SPAC to induce SPAC to enter this Agreement, and each Party further intends and understands such waiver to be valid, binding and enforceable. This Section 8.9 shall survive the termination of this Agreement for any reason. 45Parent).

No Claim Against Trust Account. The Parties acknowledge Notwithstanding anything else in this Agreement, Seller acknowledges that SPAC is it has received a blank check company with copy of the powers and privileges to effect a Business Combination. The Parties further acknowledges that, as described in the Parent’s final prospectus dated September 29February 12, 2021 2015 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s public offering ) and private placements of its securities and substantially all of those proceeds have been deposited in understands that Parent has established a trust account (the “Trust Account”) initially in an amount of at least $100,000,000 for the benefit of SPAC, certain of its public stockholders the Public Stockholders (as defined in the Prospectus) and the underwriters underwriter of SPACParent’s initial public offering. The Parties acknowledge that they have been advised by SPAC offering and that, except with respect to for a portion of the interest earned on the funds amounts held in the Trust Account that Account, Parent may be released to SPAC to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in disburse monies from the Trust Account may be disbursed only only: (i) if SPAC completes to the transactions which constitute Public Stockholders in the event they elect to redeem their public shares in connection with the consummation of a Business Combination, then to those Persons and in such amounts Combination (as described defined in the Prospectus; ), (ii) to the Public Stockholders if SPAC Parent liquidates or fails to complete consummate a Business Combination within 18 months from the allotted time period and liquidates, subject to the terms closing date of the Trust Agreement, to SPAC in limited amounts to permit SPAC to pay the costs and expenses of its liquidation and dissolution, and then to SPACParent’s initial public stockholders; and offering or (iii) if SPAC holds a stockholder vote to amend SPAC’s certificate Parent after or concurrently with the consummation of incorporation to modify the substance or timing of the obligation to redeem 100% of SPAC Shares if SPAC fails to complete a Business Combination within the allotted time periodCombination. Seller hereby agrees, then for the redemption of any SPAC Shares properly tendered in connection with such vote. For and in consideration of SPAC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties (on behalf of themselvesSeller, their Affiliates its Subsidiaries, and their respective officers, directors, managers, shareholders, members, partners, affiliates, agents and other representatives (collectively, “Representatives) hereby irrevocably waive ”), that the Seller Entities and their respective Representatives do not have any right, title, interest or claim of any kind it has in or to any monies in the Trust Account (each, a “Claim”) and hereby waive any Claim they may have in the future in as a result of, or to the Trust Accountarising out of, any negotiations, contracts or agreements with Parent and agrees will not to seek recourse against the Trust Account or for any funds distributed therefrom regardless of whether such right, title interest or claim of any kind arises as a result of, in connection with or relating in any way to this Agreement, negotiations related to the Transactions or any other matter, and regardless of whether such claim arises based on Contract, tort, equity or any other theory of legal liability. Notwithstanding the foregoing, reason whatsoever; provided that (x) nothing herein shall serve to limit or prohibit the PartiesSeller’s and its Representatives’ right to pursue a claim against SPAC pursuant to this Agreement Parent for legal relief against monies or other assets of SPAC held outside the Trust Account (other than distribution therefrom directly or indirectly to SPAC’s public stockholders), or for specific performance or other equitable relief in connection with the consummation of the transactions contemplated in by this Agreement and the other Transaction Agreements. Each Party agrees and acknowledges that such irrevocable waiver is material (including a claim for Parent to this Agreement and specifically relied upon by SPAC to induce SPAC to enter perform its obligations under this Agreement, subject in all respects to Parent’s rights and each Party further intends obligations and understands limitations with respect to the Trust Account as described in the Prospectus, and (y) nothing herein shall serve to limit or prohibit any claims that Seller or its Representatives may have in the future against Parent’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 waiver to be valid, binding and enforceablefunds). This Section 8.9 shall 6.10 will survive the termination of this Agreement for and will not expire and may not be altered in any reason. 45way without the express written consent of Parent; provided, however, that any consent of Parent provided pursuant to this Section 6.10 subsequent to Closing shall require the approval of a majority of the independent members of Parent’s board of directors.