Common use of Trust Account Waiver Clause in Contracts

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC has established the trust account described therein (the “Trust Account”) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no right, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever, including, without limitation, for any knowing and intentional material breach by any of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor The Backstop Investor acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) for containing the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s its initial public offering (“IPO”) and certain proceeds of a private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account placement (including interest accrued from time to time thereon) for the benefit of its public stockholders and certain other parties (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of its related parties) that Sponsor has no it does not now and shall not at any time hereafter have any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of of, this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoeverwith respect to the Released Claims. For the avoidance of doubt, including, without limitation, for any knowing and intentional material breach by any of this provision shall not restrict the parties Backstop Investor’s Redemption Rights (as defined in the COI) with respect to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementNon-Backstop Investor Shares.

Trust Account Waiver. Notwithstanding anything Subscriber hereby acknowledges that, as described in the Company’s prospectus relating to its initial public offering (the contrary set forth herein“IPO”) dated February 4, Sponsor acknowledges that it has read 2021 available at wxx.xxx.xxx, the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s the Company, its public stockholders and that disbursements certain other parties (including the underwriters of the IPO), and that, except as otherwise described in such prospectus, the Company may disburse monies from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of to (x) its public stockholders and that Sponsor has no right, title or interest of any kind in the Trust Account event they elect to have their shares of Common Stock redeemed for cash in connection with the consummation of the Company’s initial business combination, an amendment to its Certificate of Incorporation to extend the deadline by which the Company must consummate its initial business combination, or the Company’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) the Company after or concurrently with the consummation of its initial business combination. For and in consideration of the monies that may now or in Company entering into this Subscription Agreement, and for other good and valuable consideration, the future be deposited therein. Accordinglyreceipt and sufficiency of which are hereby acknowledged, Sponsor (Subscriber, on behalf of itself and its affiliates, hereby (a) hereby waives agrees that it does not now and shall not at any pasttime hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest assets held in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, and shall not make any trustee claim against the Trust Account, arising out or as a result of, in connection with or relating in any way to this Subscription Agreement, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and SPAC to collect from now or in the Trust Account any monies that may be owed to them by SPAC future as a result of, or any of its affiliates for any reason whatsoeverarising out of, this Subscription Agreement, and (c) will not seek recourse against the Trust Account at as a result of, in connection with or relating in any time for way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Company to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any reason whatsoeveraction or proceeding based upon, includingin connection with, without limitationrelating to or arising out of any matter relating to the Company or its Representatives, for which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber (or any knowing and intentional material breach person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s Certificate of Incorporation in respect of any redemptions by Subscriber in respect of Common Stock acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth Subscription Agreement. Notwithstanding anything in this AgreementSubscription Agreement to the contrary, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach provisions of this Section 7 shall survive termination of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Each Purchaser hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, each Purchaser hereby (a) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in or distributions from the Trust Account, and shall not make any claim against the Trust Account, with respect to any claim based upon, arising out of, resulting from, in connection with or relating to the Transaction Documents or the transactions contemplated hereby, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may or distributions therefrom now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement againstof, any negotiations, contracts or agreements with the Company, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (c) will not seek recourse against the Trust Account at any time for any reason whatsoeverReleased Claims. Notwithstanding the foregoing, includingnothing in this Section 5.22 shall be deemed to limit any Purchaser’s right, without limitationtitle, interest or claim to any monies held in or distributions from the Trust Account by virtue of its record or beneficial ownership of any shares of Common Stock acquired in the open market and outstanding on the date hereof (whether acquired by such Purchaser prior to, on or after the date hereof), pursuant to a validly exercised redemption right with respect to any such shares of Common Stock, and, for the avoidance of doubt, nothing contained herein shall limit any knowing and intentional material breach by any Purchaser’s rights, if any, in respect of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with Transaction Documents and the knowledge that the taking of such act or failure to take such act would cause a material breach of this Agreementtransactions contemplated thereby.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor each Purchaser and each Seller acknowledges that it has read the publicly filed prospectus Investment Management Trust Agreement, dated as of SPACOctober 1, including the form of investment management trust agreement2020, by and between SPAC the Company and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC the Company has established the trust account described therein (the “Trust Account”) for the benefit of SPACthe Company’s public stockholders shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor Each Purchaser and each Seller further acknowledges and agrees that SPACthe Company’s sole assets consist of the cash proceeds of SPACthe Company’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no right, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited thereinshareholders. Accordingly, Sponsor each Purchaser and each Seller (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC the Company to collect from the Trust Account any monies that may be owed to them by SPAC the Company or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever, including, without limitation, including for any knowing and intentional material breach by any of the parties to this Share Purchase Agreement of any of its representations or warranties as set forth in this Share Purchase Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Share Purchase Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Share Purchase Agreement; provided, however, that nothing in this Section 7 shall be deemed to limit any Purchaser’s or any Seller’s right, title, interest, or claim to the Trust Account by virtue of such Person’s record or beneficial ownership of securities of the Company acquired by any means, other than pursuant to this Share Purchase Agreement, including any redemption right with respect to any such securities of the Company. In the event any Purchaser or any Seller has any Claim against the Company under this Share Purchase Agreement, such Person shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account. This Section 7 shall survive the termination of this Share Purchase Agreement for any reason.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor acknowledges The Subscriber hereby represents and warrants that it has read the publicly filed final prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporationdated as of September 30, 2020, and filed with the SEC (File no. 333-240283) on September 4, 2020 (the “Prospectus”), and understands that SPAC the Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that disbursements that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account are available only only: (a) to the Public Stockholders in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist event they elect to redeem their Company shares in connection with the consummation of the cash proceeds of SPACCompany’s initial public offering and private placements business combination (as such term is used in the Prospectus, the “Business Combination”) or in connection with an extension of its securitiesdeadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within 24 months after the closing of the IPO, which is subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise and income tax obligations and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and that substantially all for other good and valuable consideration, the receipt and sufficiency of these proceeds which is hereby acknowledged, the Subscriber hereby agrees that, notwithstanding anything to the contrary in this Subscription Agreement, the Subscriber does not now, or shall at any time hereafter, have been deposited any right, title, interest or claim of any kind in or to any monies in the Trust Account for or distributions therefrom, nor shall the benefit of its public stockholders and that Sponsor has no right, title or interest of Subscriber make any kind in claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the monies “Released Claims”). The Subscriber hereby irrevocably waives any Released Claims that the Subscriber may have against the Trust Account (including any distributions therefrom) now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Accountof, any trustee of negotiations, contracts or agreements with the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC Company or any of its affiliates for any reason whatsoever, Representatives and will not seek recourse against the Trust Account at (including any time distributions therefrom) for any reason whatsoeverwhatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter in this Subscription Agreement, includingand the Subscriber further intends and understands such waiver to be valid, without limitationbinding and enforceable against the Subscriber and each of its affiliates under applicable law. To the extent the Subscriber commences any action or proceeding based upon, for in connection with, relating to or arising out of any knowing 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 Subscriber hereby acknowledges and intentional material breach by 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 the parties to this Agreement their behalves or in lieu of any of its representations them) to have any claim against the Trust Account (including any distributions therefrom) or warranties as set forth in this Agreement, any amounts contained therein. In the event the Subscriber or such party’s material breach of any of its covenants affiliates commences any action or proceeding 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 Subscriber and its affiliates 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 or proceeding. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other agreements set forth representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach provisions of this AgreementSection 8 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. Notwithstanding anything Subscriber hereby acknowledges that, as described in the Company’s prospectus relating to its initial public offering (the contrary set forth herein“IPO”) dated February 25, Sponsor acknowledges that it has read 2021 available at xxx.xxx.xxx, the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s the Company, its public stockholders shareholders and that disbursements certain other parties (including the underwriters of the IPO), and that, except as otherwise described in such prospectus, the Company may disburse monies from the Trust Account are available only to (x) its public shareholders in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist event they elect to have their shares of Ordinary Shares redeemed for cash in connection with the consummation of the cash proceeds of SPACCompany’s initial public offering business combination, an amendment to its Memorandum and private placements Articles to extend the deadline by which the Company must consummate its initial business combination, or the Company’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) the Company after or concurrently with the consummation of its securitiesinitial business combination. For and in consideration of the Company entering into this Subscription Agreement, and that substantially all for other good and valuable consideration, the receipt and sufficiency of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no rightwhich are hereby acknowledged, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. AccordinglySubscriber, Sponsor (on behalf of itself and its affiliates, hereby (a) hereby waives agrees that it does not now and shall not at any pasttime hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest assets held in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, and shall not make any trustee claim against the Trust Account, arising out or as a result of, in connection with or relating in any way to this Subscription Agreement, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and SPAC to collect from now or in the Trust Account any monies that may be owed to them by SPAC future as a result of, or any of its affiliates for any reason whatsoeverarising out of, this Subscription Agreement, and (c) will not seek recourse against the Trust Account at as a result of, in connection with or relating in any time for way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Company to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any reason whatsoeveraction or proceeding based upon, includingin connection with, without limitationrelating to or arising out of any matter relating to the Company or its Representatives, for which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber (or any knowing person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s Memorandum and intentional material breach Articles in respect of any redemptions by Subscriber in respect of Ordinary Shares acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth Subscription Agreement. Notwithstanding anything in this AgreementSubscription Agreement to the contrary, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach provisions of this Section 7 shall survive termination of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Issuer has established the a trust account described therein containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein). Sponsor further acknowledges and Subscriber agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor (i) it has no right, title title, interest or interest claim of any kind in or to any monies held in the Trust Account Account, and the monies that may now (ii) it shall have no right of set-off or in the future be deposited therein. Accordinglyany right, Sponsor (on behalf of itself and its affiliates) hereby waives any pasttitle, present interest or future claim of any kind (including with respect “Claim”) to, or to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to accessmonies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any trustee Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and SPAC not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to collect from this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account any monies that may be owed to them by SPAC or distributions therefrom or any of its affiliates for any reason whatsoeverthe Issuer’s stockholders, and will not seek recourse against whether in the Trust Account at any time for any reason whatsoeverform of monetary damages or injunctive relief, including, without limitation, for any knowing and intentional material breach by any of Subscriber shall be obligated to pay to the parties to this Agreement of any Issuer all of its representations or warranties as set forth legal fees and costs in this Agreement, or connection with any such party’s material breach of any of its covenants or other agreements set forth action in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge event that the taking of Issuer prevails in such act action or failure to take such act would cause a material breach of this Agreementproceeding.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor The Subscriber acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC the Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that disbursements that, except as otherwise described in the final prospectus dated September 30, 2020 relating to the Company’s initial public offering, the Company may disburse monies from the Trust Account are available only only: (a) to the Public Stockholders in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist event they elect to redeem their Company shares in connection with the consummation of the cash proceeds of SPACCompany’s initial public offering and private placements business combination (as such term is used in the Prospectus, the “Business Combination”) or in connection with an extension of its securitiesdeadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within 24 months after the closing of the IPO, which is subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise and income tax obligations and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and that substantially all for other good and valuable consideration, the receipt and sufficiency of these proceeds which is hereby acknowledged, the Subscriber hereby agrees that, notwithstanding anything to the contrary in this Subscription Agreement, the Subscriber does not now, or shall at any time hereafter, have been deposited any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, nor shall the Subscriber make any claim against the Trust Account (including any distributions therefrom), in connection with or relating in any way to this Subscription Agreement, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided however, that nothing in this Section 8 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company for legal relief against assets held outside the benefit Trust Account (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of its public stockholders and the Company), for specific performance or other equitable relief, (ii) serve to limit or prohibit any claims that Sponsor has no right, title the Subscriber may have in the future against the Company’s assets or interest of any kind 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) (so long as such claim would not affect the monies Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company) or (iii) be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of any redemptions by Subscriber of any Common Stock acquired by Subscriber by any means other than pursuant to this Subscription Agreement. The Subscriber hereby irrevocably waives any Released Claims that the Subscriber may have against the Trust Account (including any distributions therefrom) now or in the future be deposited therein. Accordingly, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at (including any time distributions therefrom) for any reason whatsoever, including, without limitation, for any knowing and intentional material breach by any whatsoever in respect of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material Released Claims (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter in this Subscription Agreement, and the Subscriber further intends and understands such waiver to be valid, binding and enforceable against the Subscriber under applicable law.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (a) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement againstof, any negotiations, contracts or agreements with the Company, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (c) will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, includinghowever, without limitation, for that nothing in this Section 7 shall be deemed to limit any knowing Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and intentional material breach restated certificate of incorporation in respect of shares of Class A Common Stock of the Company acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Issuer has established the a trust account described therein containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein). Sponsor further acknowledges and Subscriber agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor (i) it has no right, title title, interest, or interest claim of any kind in or to any monies held in the Trust Account Account, and the monies that may now (ii) it shall have no right of set-off or in the future be deposited therein. Accordinglyany right, Sponsor (on behalf of itself and its affiliates) hereby waives any pasttitle, present interest, or future claim of any kind (including with respect “Claim”) to, or to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to accessmonies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any trustee Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and SPAC not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to collect from this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding, and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account any monies that may be owed to them by SPAC or distributions therefrom or any of its affiliates for any reason whatsoeverthe Issuer’s stockholders, and will not seek recourse against whether in the Trust Account at any time for any reason whatsoeverform of monetary damages or injunctive relief, including, without limitation, for any knowing and intentional material breach by any of Subscriber shall be obligated to pay to the parties to this Agreement of any Issuer all of its representations or warranties as set forth legal fees and costs in this Agreement, or connection with any such party’s material breach of any of its covenants or other agreements set forth action in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge event that the taking of Issuer prevails in such act action or failure to take such act would cause a material breach of this Agreementproceeding.

Trust Account Waiver. Notwithstanding anything Reference is made to the contrary set forth hereinSPAC’s final prospectus, Sponsor acknowledges that it has read the publicly filed prospectus dated as of SPACJanuary 19, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation2022, and filed with the SEC (the “Prospectus”). The Company understands that the SPAC has established the trust account described therein Trust Account containing the proceeds of its initial public offering (the “Trust AccountIPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the SPAC’s public stockholders shareholders (the “Public Stockholders”) and certain other parties (including the underwriters of the IPO), and that disbursements the SPAC may only disburse monies from the Trust Account are available only as described in the limited circumstances set forth thereinProspectus. Sponsor further acknowledges For and in consideration of the SPAC’s entry into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby agrees that SPAC’s sole assets consist it does not now have nor shall it have at any time hereafter any right, title, interest or claim of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited any kind in or to any monies in the Trust Account for or distributions therefrom to (a) the benefit Public Stockholders upon the redemption of its public stockholders their respective shares in the SPAC Share Redemption, and that Sponsor has no right, title or interest (b) the underwriters of any kind the IPO in respect of their respective deferred underwriting commissions of funds held in the Trust Account, in each case, as set forth in the Trust Agreement (collectively, the “Trust Distributions”), nor does it have a right to make any claim against the Trust Account (including any Trust Distributions) arising as a result of, in connection with or relating in any way to this Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the monies “Released Claims”). The Company, on behalf of itself, its controlled Affiliates, the Company Subsidiaries and their controlled Affiliates (collectively, the “Releasing Parties”) hereby irrevocably waives any Released Claims that any of the Releasing Parties may have against the Trust Account (including any Trust Distributions) now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of of, this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at (including any time Trust Distributions) for any reason whatsoeverwhatsoever as a result of, includingor arising out of, without limitation, this Agreement (including for any knowing and intentional material an alleged breach by any of this Agreement). The Company (on behalf of the parties Releasing Parties) agrees and acknowledges that such irrevocable waiver is material to this Agreement of any of its representations or warranties as set forth in and specifically relied upon by the SPAC to induce the SPAC to enter into this Agreement. To the extent a Releasing Party commences any action or proceeding based upon, in connection with, relating to or such party’s material breach arising out of any of its covenants or other agreements set forth in this Agreement, which material breach constitutesproceeding seeks, in whole or is in part, monetary relief against the SPAC, the Company hereby acknowledges and agrees that its remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Releasing Party to have any claim against the Trust Account (including any Trust Distributions) or any amounts contained therein. Notwithstanding the foregoing or anything to the contrary contained herein, the foregoing waiver will not limit or prohibit a consequence of, Releasing Party from pursuing a purposeful act claim against the SPAC or failure to act by such party Merger Sub or any other Person (i) for legal relief against monies or other assets of the SPAC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the knowledge that Transactions (including a claim for the taking SPAC or Merger Sub to specifically perform its obligations under this Agreement and cause the disbursement of such act the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Share Redemption and payment of any deferred underwriting commissions)) or failure to take such act would cause a material (ii) for damages for breach of this AgreementAgreement against the SPAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and the SPAC consummates a business combination transaction with another party.

Trust Account Waiver. Notwithstanding anything Subscriber hereby acknowledges that, as described in SPAC’s prospectus relating to its initial public offering (the contrary set forth herein“IPO”) dated September 23, Sponsor acknowledges that it has read the publicly filed prospectus of SPAC2021 available at xxx.xxx.xxx, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC has established the a trust account described therein (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s , its public stockholders shareholders and that disbursements certain other parties (including the underwriters of the IPO), and that, except as otherwise described in such prospectus, SPAC may disburse monies from the Trust Account are available only to (x) its public shareholders in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist event they elect to have their shares of SPAC Common Stock redeemed for cash in connection with the cash proceeds consummation of SPAC’s initial public offering business combination, an amendment to its certificate of incorporation, as amended and private placements rested and as in effect on the date hereof (the “SPAC Charter”) to extend the deadline by which SPAC must consummate its initial business combination, or SPAC’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) SPAC after or concurrently with the consummation of its securitiesinitial business combination. For and in consideration of SPAC entering into this Subscription Agreement, and that substantially all for other good and valuable consideration, the receipt and sufficiency of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no rightwhich are hereby acknowledged, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. AccordinglySubscriber, Sponsor (on behalf of itself and its affiliates, hereby (a) hereby waives agrees that it does not now and shall not at any pasttime hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest assets held in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, and shall not make any trustee claim against the Trust Account, arising out or as a result of, in connection with or relating in any way to this Subscription Agreement, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and SPAC to collect from now or in the Trust Account any monies that may be owed to them by SPAC future as a result of, or any of its affiliates for any reason whatsoeverarising out of, this Subscription Agreement, and (c) will not seek recourse against the Trust Account at as a result of, in connection with or relating in any time for way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to SPAC to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any reason whatsoeveraction or proceeding based upon, includingin connection with, without limitationrelating to or arising out of any matter relating to SPAC or its Representatives, for any knowing which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Subscriber hereby acknowledges and intentional material breach by any agrees that its sole remedy shall be against funds held outside of the parties Trust Account and that such claim shall not permit Subscriber (or any person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Agreement Section 8 shall be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the SPAC Charter, in respect of any redemptions by Subscriber in respect of its representations or warranties as set forth shares of SPAC Common Stock. Notwithstanding anything in this AgreementSubscription Agreement to the contrary, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach provisions of this Section 8 shall survive termination of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (a) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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”),(b) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement againstof, any negotiations, contracts or agreements with the Company, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (c) will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, includinghowever, without limitationthat nothing in this Section 7 shall (x) be deemed to limit any of Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Company, (y) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company for legal relief against assets held outside the Trust Account, for any knowing and intentional material breach by any of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants specific performance or other agreements set forth equitable relief or (z) serve to limit or prohibit any claims that Subscriber may have in this Agreement, which material breach constitutes, the future against the Company’s assets or is a consequence of, a purposeful act or failure to act by such party with funds that are not held in the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementTrust Account.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders shareholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (a) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement againstof, any negotiations, contracts or agreements with the Company, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (c) will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, includinghowever, without limitation, for that nothing in this Section 7 shall be deemed to limit any knowing and intentional material breach Subscriber’s right to distributions from the Trust Account in accordance with the Company Certificate in respect of the shares of the Company’s Common Stock acquired by any means other than pursuant to this Subscription Agreement or any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the parties Company acquired by any means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Subscription Agreement, or including but not limited to any redemption right with respect to any such party’s material breach securities of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementCompany.

Trust Account Waiver. Notwithstanding anything Reference is made to the contrary set forth herein, Sponsor acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and Prospectus. The Investor understands that SPAC the Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders shareholders (the “Public Shareholders”) and that disbursements certain other parties (including the underwriters of the IPO) and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account are available only only: (a) to the Public Shareholders in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist event they elect to redeem their shares in connection with the consummation of the cash proceeds of SPACCompany’s initial public offering and private placements business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its securitiesdeadline to consummate a Business Combination, and that substantially all (b) to the Public Shareholders if the Company fails to consummate a Business Combination within twenty-four (24) months after the closing of these proceeds have been deposited the IPO, subject to extension as described in the Prospectus or by an amendment to its organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to the benefit Company after or concurrently with the consummation of its public stockholders a Business Combination. For and that Sponsor has no rightin consideration of the Company’s entry into this Subscription Agreement, title or interest and for other good and valuable consideration, the receipt and sufficiency of any kind in which are hereby acknowledged, the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (Investor hereby agrees on behalf of itself and its affiliates) hereby waives affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither the Investor nor any pastof its affiliates do now or shall at any time hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest monies in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC or distributions therefrom, or to collect from make any claim against the Trust Account (including any monies distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and the Investor or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Investor on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that may be owed to them by SPAC the Investor or any of its affiliates for may have against the Trust Account (including any reason whatsoeverdistributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company or its representatives and will not seek recourse against the Trust Account at (including any time distributions therefrom) for any reason whatsoeverwhatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). The Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, includingand the Investor further intends and understands such waiver to be valid, without limitation, for any knowing binding and intentional material breach by enforceable against the Investor and each of its affiliates under applicable law. To the extent the Investor 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 parties to this Agreement 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 the Investor’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Investor or its affiliates (or any person claiming on any of their behalf or in lieu of any of its representations them) to have any claim against the Trust Account (including any distributions therefrom) or warranties as set forth in this Agreement, any amounts contained therein. In the event the Investor or such party’s material breach of any of its covenants affiliates commences any action or proceeding 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 Shareholders, 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 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 or proceeding. Notwithstanding the foregoing, this Section 10 shall not affect any rights of the Investor or its affiliates to receive distributions from the Trust Account in their capacities as Public Shareholders upon the redemption of their shares or the liquidation of the Company if it does not consummate a Business Combination prior to its deadline to do so. For purposes of this Subscription Agreement, “representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other agreements set forth representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach provisions of this AgreementSection 10 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Each Purchaser acknowledges that it has read the publicly filed prospectus of SPACIssuer is a blank check company with the powers and privileges to effect a merger, including asset acquisition, reorganization or similar business combination involving the form of investment management trust agreementIssuer and one or more businesses or assets. Each Purchaser further acknowledges that, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC has established the trust account as described therein (the “Trust Account”) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPACIssuer’s sole prospectus relating to its initial public offering dated October 29, 2020 available at wxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of SPACthe Issuer’s initial public offering and private placements of its securities, and that substantially all of these those proceeds have been deposited in a trust account (the “Trust Account Account”) for the benefit of the Issuer, its public stockholders and that Sponsor the underwriters of the Issuer’s initial public offering. For and in consideration of the Issuer entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Issuer has no right, title or interest opened a separate Controlled Account for the proceeds of any kind in the issuance of Convertible Notes which is separate from the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (on behalf of itself and its affiliates) each Purchaser hereby irrevocably waives any pastand all right, present title and interest, or future any claim of any kind (including with respect it has or may have in the future, in or to claiming any right, title or interest monies held in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC agrees not to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at Account, in each case, as a result of, or arising out of, this Agreement; provided, that nothing in this Section 8 shall (i) serve to limit or prohibit the Collateral Agent’s or any time Secured Party’s right to pursue a claim against the Issuer for any reason whatsoever, including, without limitationlegal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (ii) serve to limit or prohibit any knowing claims that the Purchaser may have in the future against the Issuer’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and intentional material breach any assets that have been purchased or acquired with any such funds) or (iii) be deemed to limit a Purchaser’s right, title, interest or claim to the Trust Account by virtue of a Purchaser’s record or beneficial ownership of Common Stock acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Agreement.

Trust Account Waiver. Notwithstanding anything Subscriber hereby acknowledges that, as described in the Company’s prospectus relating to its initial public offering (the contrary set forth herein“IPO”) dated September 9, Sponsor acknowledges that it has read 2021 available at xxx.xxx.xxx, the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s the Company, its public stockholders and that disbursements certain other parties (including the underwriters of the IPO), and that, except as otherwise described in such prospectus, the Company may disburse monies from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of to (x) its public stockholders and that Sponsor has no right, title or interest of any kind in the Trust Account event they elect to have their shares of Common Stock redeemed for cash in connection with the consummation of the Company’s initial business combination, an amendment to its Certificate of Incorporation to extend the deadline by which the Company must consummate its initial business combination, or the Company’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) the Company after or concurrently with the consummation of its initial business combination. For and in consideration of the monies that may now or in Company entering into this Subscription Agreement, and for other good and valuable consideration, the future be deposited therein. Accordinglyreceipt and sufficiency of which are hereby acknowledged, Sponsor (Subscriber, on behalf of itself and its affiliates, hereby (a) hereby waives agrees that it does not now and shall not at any pasttime hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest assets held in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, and shall not make any trustee claim against the Trust Account, arising out or as a result of, in connection with or relating in any way to this Subscription Agreement, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and SPAC to collect from now or in the Trust Account any monies that may be owed to them by SPAC future as a result of, or any of its affiliates for any reason whatsoeverarising out of, this Subscription Agreement, and (c) will not seek recourse against the Trust Account at as a result of, in connection with or relating in any time for way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Company to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any reason whatsoeveraction or proceeding based upon, includingin connection with, without limitationrelating to or arising out of any matter relating to the Company or its Representatives, for which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber (or any knowing and intentional material breach person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s Certificate of Incorporation in respect of any redemptions by Subscriber in respect of Common Stock acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth Subscription Agreement. Notwithstanding anything in this AgreementSubscription Agreement to the contrary, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach provisions of this Section 7 shall survive termination of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor The Subscriber acknowledges that it has read the publicly filed prospectus of SPACCompany is a special purpose acquisition company with the powers and privileges to effect a merger, including asset acquisition, reorganization or similar business combination involving the form of investment management trust agreementCompany and one or more businesses or assets. The Subscriber further acknowledges that, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC has established the trust account as described therein (the “Trust Account”) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges Company’s prospectus relating to its initial public offering filed with the Commission on October 23, 2020 and agrees that SPACavailable at xxx.xxx.xxx, substantially all of the Company’s sole assets consist of the cash proceeds of SPACthe Company’s initial public offering and private placements of its securities, and that substantially all of these those proceeds have been deposited in a trust account (the “Trust Account Account”) for the benefit of the Company, its public stockholders and that Sponsor has no the underwriters of the Company’s initial public offering. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber hereby irrevocably waives any and all right, title and interest, or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect it has or may have in the future, in or to claiming any right, title or interest monies held in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC agrees not to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time Account, in each case, as a result of, or arising out of, this Subscription Agreement; provided that nothing in this Section 9 shall be deemed to limit or prohibit (i) the Subscriber’s right to pursue a claim against the Company for any reason whatsoever, including, without limitationlegal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (ii) any knowing claims that the Subscriber may have in the future against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and intentional material breach any assets that have been purchased or acquired with any such funds) or (iii) the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock of the Company acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor acknowledges The Subscriber hereby represents and warrants that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, Prospectus and understands that SPAC the Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders (the “Public Stockholders”), and that disbursements that, except as otherwise described in the SPAC Prospectus, the Company may disburse monies from the Trust Account are available only only: (a) to the Public Stockholders in the limited circumstances set forth thereinevent they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within 24 months after the closing of the IPO (as such date may be extended by amendment to the Company’s organizational documents), (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. Sponsor further For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber hereby agrees that notwithstanding anything to the contrary contained in this Subscription Agreement, Subscriber does not now and shall not at any time hereafter have, and waives any and all right, title and interest, or any claims of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, in or to any monies held in the Trust Account (or any distributions therefrom directly or indirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account or Public Distributions as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. To the extent the Subscriber commences any action or proceeding based upon, in connection with, as a result of or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, the Subscriber hereby acknowledges and agrees that SPACthe Subscriber’s sole assets consist remedy shall be against funds held outside of the cash proceeds of SPAC’s initial public offering and private placements of its securities, Trust Account (other than Public Distributions) and that substantially all such claim shall not permit the Subscriber (or any person claiming on his behalf or in lieu of these proceeds any of it) to have been deposited any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 6 to the contrary, nothing herein shall (x) serve to limit or prohibit the Subscriber’s right to pursue a claim against Company for legal relief against assets held outside the Trust Account, (y) serve to limit or prohibit any claims that the Subscriber may have in the future against Company’s assets or funds that are not held in the Trust Account for the benefit of its public stockholders and that Sponsor has no right, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect funds that have been released from the Trust Account to the Company (excluding, for the avoidance of doubt, funds released to redeeming stockholders of the Company) and any monies assets that may have been purchased or acquired with any such funds), or (z) be owed deemed to them by SPAC limit the Subscriber’s right, title, interest or any of its affiliates for any reason whatsoever, and will not seek recourse against claim to the Trust Account at any time for any reason whatsoever, including, without limitation, for any knowing and intentional material breach by virtue of the Subscriber’s record or beneficial ownership of Class C Common Stock acquired by any means other than pursuant to this Subscription Agreement, including to any redemption right with respect to any such securities of the parties to Company. For purposes of this Agreement of any of its representations or warranties as set forth in this Subscription Agreement, or “Representatives” with respect to any person shall mean such partyperson’s material breach of any of affiliates and its covenants or and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Agreementrepresentatives.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed prospectus of SPACAltimeter, including the form of investment management trust agreement, by and between SPAC Altimeter and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Altimeter has established the trust account described therein (the “Trust Account”) for the benefit of SPACAltimeter’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor Subscriber further acknowledges and agrees that SPACAltimeter’s sole assets consist of the cash proceeds of SPACAltimeter’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor Subscriber has no right, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor Subscriber (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Subscription Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC Altimeter to collect from the Trust Account any monies that may be owed to them by SPAC Altimeter or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever, including, without limitation, for any knowing and intentional material breach by any of the parties to this Subscription Agreement of any of its representations or warranties as set forth in this Subscription Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Subscription Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement. This Section 5 shall survive the termination of this Subscription Agreement for any reason.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed prospectus Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. Subscriber further acknowledges that, as described in the Prospectus available at xxx.xxx.xxx, substantially all of SPAC, the Company’s assets consist of the cash proceeds of Company’s initial public offering (including overallotment securities sold by the form Company’s underwriter thereafter) and private placements of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporationits securities, and understands that SPAC has established the substantially all of those proceeds have been deposited in a trust account described therein (the “Trust Account”) for the benefit of SPAC’s Company, its public stockholders shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist underwriters of the cash proceeds of SPACCompany’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited offering. Except with respect to interest earned on the funds held in the Trust Account for that may be released to Company to pay its tax obligations, if any, the benefit of its public stockholders and that Sponsor has no right, title or interest of any kind cash in the Trust Account and may be disbursed only for the monies that may now or purposes set forth in the future be deposited thereinProspectus. AccordinglyFor and in consideration of the Company entering into this Subscription Agreement, Sponsor (the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and its affiliates) representatives, hereby irrevocably waives any pastand all right, present title and interest, or future any claim of any kind (including with respect they now have or may have in the future, in or to claiming any right, title or interest monies held in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC or distributions therefrom to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoeverCompany’s public stockholders, and will agrees not to seek recourse against the Trust Account at any time for any reason whatsoeverclaims in connection with, includingas a result of, without limitationor arising out of, this Subscription Agreement or the transactions contemplated hereby; provided, however, that nothing in this Section 9 (x) shall serve to limit or prohibit Subscriber’s right to pursue a claim against Company for legal relief against assets held outside the Trust Account (other than distributions to the Company’s public stockholders), for specific performance or other equitable relief, (y) shall serve to limit or prohibit any knowing claims that Subscriber may have in the future against Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account (other than distributions to the Company’s public stockholders) and intentional material breach any assets that have been purchased or acquired with any such funds) or (z) shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementCompany.

Trust Account Waiver. Notwithstanding anything Subscriber hereby acknowledges that, as described in the Company’s prospectus relating to its initial public offering (the contrary set forth herein“IPO”) dated May 20, Sponsor acknowledges that it has read 2021 available at xxx.xxx.xxx, the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s the Company, its public stockholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (a) agrees that SPAC’s sole assets consist it does not now and shall not at any time hereafter have any right, title, interest or claim of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited any kind in or to any monies held in the Trust Account for or any distributions or payments therefrom, or upon the benefit release to the Company of its public stockholders and that Sponsor has no right, title or interest of any kind the funds held in the Trust Account upon consummation of the Closing and shall not make any claim against the monies Trust Account, arising out or as a result of, in connection with or relating in any way to this Subscription Agreement, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of of, this Agreement againstSubscription Agreement, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (c) will not seek recourse against the Trust Account at as a result of, in connection with or relating in any time way to this Subscription Agreement; provided, however, that nothing in this Section 7 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company for legal relief against assets, monies or other properties of the Company held outside the Trust Account (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any reason whatsoever, including, without limitationredemption right with respect to any securities of the Company), for specific performance or other equitable relief, (ii) serve to limit or prohibit any knowing claims that the Subscriber may have in the future against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and intentional material breach any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company) or (iii) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any redemptions by Subscriber in respect of Common Stock acquired by any means other than pursuant to this Subscription Agreement or any other rights held as an stockholder of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementCompany.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor acknowledges The Subscriber hereby represents and warrants that it has read the publicly filed prospectus of SPACSEC Reports, including the form final prospectus of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust the Company, a New York corporationdated as of December 17, 2020 and filed with the Commission (File Nos. 333-251037 and 333-251451), and understands that SPAC the Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber hereby agrees that disbursements from notwithstanding anything to the contrary contained in this Subscription Agreement, the Subscriber does not now and shall not at any time hereafter have, and waives any and all right, title and interest, or any claims of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Company Shares, in or to any monies held in the Trust Account are available only (or any distributions therefrom directly or indirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account or Public Distributions as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Company Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. To the extent the Subscriber commences any action or proceeding based upon, in connection with, as a result of or arising out of, this Subscription Agreement, the limited circumstances set forth therein. Sponsor further transactions contemplated hereby or the Company Shares, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, the Subscriber hereby acknowledges and agrees that SPACthe Subscriber’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no right, title or interest of any kind in the Trust Account and the monies that may now or in the future remedy shall be deposited therein. Accordingly, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee against funds held outside of the Trust Account (other than Public Distributions) and SPAC to collect from that such claim shall not permit the Trust Account any monies that may be owed to them by SPAC Subscriber (or any person claiming on its behalf or in lieu of its affiliates for any reason whatsoever, and will not seek recourse of it) to have any claim against the Trust Account at (including any time for distributions therefrom) or any reason whatsoeveramounts contained therein. Notwithstanding anything else in this Section 9 to the contrary, includingnothing herein shall be deemed to limit the Subscriber’s right, without limitationtitle, for any knowing and intentional material breach interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementCompany.

Trust Account Waiver. Notwithstanding In addition to the waiver of the Issuer pursuant to Section 7.03 of the Merger Agreement, and notwithstanding anything to the contrary set forth herein, Sponsor each of the Issuer and Subscriber acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC has established the a trust account described therein containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”) for ). Each of the benefit of SPAC’s public stockholders Issuer and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and Subscriber agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor (i) it has no right, title title, interest or interest claim of any kind in or to any monies held in the Trust Account Account, and the monies that may now (ii) it shall have no right of set-off or in the future be deposited therein. Accordinglyany right, Sponsor (on behalf of itself and its affiliates) hereby waives any pasttitle, present interest or future claim of any kind (including with respect “Claim”) to, or to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to accessmonies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any trustee Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the SPAC, including, but not limited to, any redemption right with respect to any such securities of the SPAC. In the event any of the Issuer and Subscriber has any Claim against the SPAC under this Subscription Agreement, the Issuer and Subscriber shall pursue such Claim solely against the SPAC and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Each of the Issuer and Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the SPAC to collect from induce the SPAC to enter into this Subscription Agreement and each of the Issuer and Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event the Issuer or Subscriber, in connection with this Subscription Agreement, commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account any monies that may be owed to them by SPAC or distributions therefrom or any of its affiliates for any reason whatsoeverthe SPAC’s stockholders, and will not seek recourse against whether in the Trust Account at any time for any reason whatsoeverform of monetary damages or injunctive relief, includingIssuer or Subscriber, without limitationas applicable, for any knowing and intentional material breach by any of shall be obligated to pay to the parties to this Agreement of any SPAC all of its representations or warranties as set forth legal fees and costs in this Agreement, or connection with any such party’s material breach of any of its covenants or other agreements set forth action in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge event that the taking of SPAC prevails in such act action or failure to take such act would cause a material breach of this Agreementproceeding.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (a) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement againstof, any negotiations, contracts or agreements with the Company, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (c) will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, includinghowever, without limitation, for that nothing in this Section 8 shall be deemed to limit any knowing Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and intentional material breach restated certificate of incorporation in respect of shares of Class A common stock of the Company acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Each Company Shareholder acknowledges that it has read PAQC is a blank check company with the publicly filed powers and privileges to effect a Business Combination. Each Company Shareholder further acknowledges that, as described in the prospectus of SPACdated January 7, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC has established the trust account described therein 2021 (the “Trust AccountProspectus”) for the benefit ), substantially all of SPACPAQC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPACPAQC’s initial public offering and concurrent private placements of its securities, securities and that substantially all of these the proceeds of the foregoing transactions have been deposited in the Trust Account for the benefit of PAQC, its public stockholders shareholders and the underwriters of PAQC’s initial public offering. Each Company Shareholder acknowledges that, except with respect to interest earned on the funds held in the Trust Account that Sponsor has no may be released to PAQC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of PAQC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, each Company Shareholder hereby irrevocably waives any right, title title, interest or interest claim of any kind it has or may have in the future in or to any monies in the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect agrees not to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at or any time funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with PAQC or any other Person; provided, however, that nothing in this ‎Section 5.03 shall amend, limit, alter, change, supersede or otherwise modify the right of such Company Shareholder to (a) bring any action or actions for specific performance, injunctive and/or other equitable relief or (b) bring or seek a claim for Damages against PAQC, or any reason whatsoever, including, without limitationof its successors or assigns, for any knowing and intentional material breach by any of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Agreement, provided that such action(s) or claim pursuant to clauses (a) or (b) shall not be against the Trust Account or any funds distributed from the Trust Account to holders of PAQC Ordinary Shares or other Persons in accordance with the PAQC Governing Document and the Trust Agreement.

Trust Account Waiver. Notwithstanding In addition to the waiver of Newco pursuant to Section 8.17 of the Business Combination Agreement, and notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC FEAC has established the a trust account described therein containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”). Subscriber acknowledges that (i) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor it has no right, title title, interest or interest claim of any kind in or to any monies held in the Trust Account Account, and the monies that may now (ii) it shall have no right of set-off or in the future be deposited therein. Accordinglyany right, Sponsor (on behalf of itself and its affiliates) hereby waives any pasttitle, present interest or future claim of any kind (including with respect “Claim”) to, or to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to accessmonies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any trustee of Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall (x) serve to limit or prohibit Subscriber’s right to pursue a claim against FEAC for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that Subscriber may have in the future against FEAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and SPAC any assets that have been purchased or acquired with any such funds) or (z) be deemed to collect from limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of FEAC, including, but not limited to, any redemption right with respect to any such securities of FEAC. In the event Subscriber has any Claim against FEAC under this Subscription Agreement, Subscriber shall pursue such Claim solely against FEAC and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that may such waiver is material to this Subscription Agreement and has been specifically relied upon by FEAC to induce FEAC to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be owed valid, binding and enforceable under applicable law. Notwithstanding the foregoing, in no event shall the terms of this Section 8 apply to them by SPAC any money or other assets held outside the Trust Account. In the event Subscriber, in connection with this Subscription Agreement, commences any action which seeks, in whole or in part, relief against the funds held in the Trust Account or distributions therefrom or any of its affiliates for FEAC’s or Newco’s shareholders, whether in the form of monetary damages or injunctive relief, Subscriber shall be obligated to pay to FEAC and Newco all of their legal fees and costs in connection with any reason whatsoever, such action in the event that FEAC and will not seek recourse against the Trust Account at any time for any reason whatsoever, including, without limitation, for any knowing and intentional material breach by any of the parties to this Agreement of any of its representations or warranties as set forth Newco prevail in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Agreementaction.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Ajax has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACAjax’s public stockholders shareholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (a) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, that arises as a result of, in connection with or relating in any way to this Subscription Agreement, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of of, this Agreement againstSubscription Agreement, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (c) will not seek recourse against the Trust Account at as a result of, or arising out of, this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit any time for any reason whatsoever, including, without limitation, for any knowing Subscriber’s right to distributions from the Trust Account in accordance with Ajax’s amended and intentional material breach restated memorandum and articles of association in respect of Class A ordinary shares of Ajax acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Issuer has established the a trust account described therein containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein). Sponsor further acknowledges and Subscriber agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor (i) it has no right, title title, interest or interest claim of any kind in or to any monies held in the Trust Account Account, and the monies that may now (ii) it shall have no right of set-off or in the future be deposited therein. Accordinglyany right, Sponsor (on behalf of itself and its affiliates) hereby waives any pasttitle, present interest or future claim of any kind (including with respect “Claim”) to, or to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to accessmonies in, the Trust Account, in each case, in connection with this Subscription Agreement, and hereby irrevocably waives any trustee of Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 (x) shall serve to limit or prohibit the Subscriber’s right to pursue a claim against Issuer for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (y) shall serve to limit or prohibit any claims that the Subscriber may have in the future against Issuer’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and SPAC any assets that have been purchased or acquired with any such funds) or (z) shall be deemed to collect from limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that may such waiver is material to this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be owed to them by SPAC valid, binding and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action which seeks, in whole or in part, relief against the funds held in the Trust Account or distributions therefrom or any of its affiliates for any reason whatsoeverthe Issuer’s shareholders, and will not seek recourse against whether in the Trust Account at any time for any reason whatsoeverform of monetary damages or injunctive relief, including, without limitation, for any knowing and intentional material breach by any of Subscriber shall be obligated to pay to the parties to this Agreement of any Issuer all of its representations or warranties as set forth legal fees and costs in this Agreement, or connection with any such party’s material breach of any of its covenants or other agreements set forth action in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge event that the taking of Issuer prevails in such act or failure to take such act would cause a material breach of this Agreementaction.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor the Subscriber acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC has established the a trust account described therein containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein). Sponsor further acknowledges and The Subscriber agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor (i) it has no right, title title, interest or interest claim of any kind in or to any monies held in the Trust Account Account, and the monies that may now (ii) it shall have no right of set-off or in the future be deposited therein. Accordinglyany right, Sponsor (on behalf of itself and its affiliates) hereby waives any pasttitle, present interest or future claim of any kind (including with respect “Claim”) to, or to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to accessmonies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any trustee Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the SPAC, including, but not limited to, any redemption right with respect to any such securities of the SPAC. In the event any of the Issuer and Subscriber has any Claim against the SPAC under this Subscription Agreement, the Issuer and Subscriber shall pursue such Claim solely against the SPAC and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Each of the Issuer and Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the SPAC to collect from induce the SPAC to enter into this Subscription Agreement and the Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event the Subscriber, in connection with this Subscription Agreement, commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account any monies that may be owed to them by SPAC or distributions therefrom or any of its affiliates for any reason whatsoeverthe SPAC’s stockholders, and will not seek recourse against whether in the Trust Account at any time for any reason whatsoeverform of monetary damages or injunctive relief, includingIssuer or Subscriber, without limitationas applicable, for any knowing and intentional material breach by any of shall be obligated to pay to the parties to this Agreement of any SPAC all of its representations or warranties as set forth legal fees and costs in this Agreement, or connection with any such party’s material breach of any of its covenants or other agreements set forth action in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge event that the taking of SPAC prevails in such act action or failure to take such act would cause a material breach of this Agreementproceeding.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed prospectus Investment Management Trust Agreement, dated as of SPACJuly 21, including the form of investment management trust agreement2020, by and between SPAC the Issuer and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC the Issuer has established the trust account described therein (the “Trust Account”) for the benefit of SPACthe Issuer’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor Subscriber further acknowledges and agrees that SPACthe Issuer’s sole assets consist of the cash proceeds of SPACthe Issuer’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no right, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited thereinstockholders. Accordingly, Sponsor Subscriber (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Subscription Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC the Issuer to collect from the Trust Account any monies that may be owed to them by SPAC the Issuer or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoeverwhatsoever arising out of this Subscription Agreement, including, without limitation, for any knowing and intentional material breach by any of the parties to this Subscription Agreement of any of its representations or warranties as set forth in this Subscription Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Subscription Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement; provided, however, that nothing in this Section 7 (x) shall serve to limit or prohibit the Subscriber’s right to pursue a claim against Issuer for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (y) shall serve to limit or prohibit any claims that the Subscriber may have in the future against Subscribers’ 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) or (z) shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of the Issuer. This Section 7 shall survive the termination of this Subscription Agreement for any reason.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor The Company acknowledges that it has read Tuatara is a blank check company with the publicly filed powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus of SPACdated February 4, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC has established the trust account described therein 2021 (the “Trust AccountProspectus”) for the benefit ), substantially all of SPACTuatara’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPACTuatara’s initial public offering and private placements of its securities, securities and that substantially all of these those proceeds have been deposited in the Trust Account for the benefit of Tuatara, certain of its public stockholders shareholders and the underwriters of Tuatara’s initial public offering. The Company acknowledges that Sponsor it has no been advised by Tuatara that, except with respect to interest earned on the funds held in the Trust Account that may be released to Tuatara to pay its income and franchise Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if Tuatara completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (b) if Tuatara fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement and the Tuatara Governing Document, to Tuatara to permit Tuatara to pay the costs and expenses of its dissolution, and then to Tuatara’s public shareholders. For and in consideration of Tuatara entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company hereby irrevocably waives any right, title title, interest or interest claim of any kind they have or may have in the future in or to any monies in the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect agree not to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at or any time funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with Tuatara or any other Person; provided, however, that nothing in this Section 7.04 shall amend, limit, alter, change, supersede or otherwise modify the right of the Company to (i) bring any action or actions for specific performance, injunctive and/or other equitable relief or (ii) bring or seek a claim for Damages against Tuatara, or any reason whatsoever, including, without limitationof its successors or assigns, for any knowing and intentional material breach by any of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Agreement (but such claim shall not be against the Trust Account or any funds distributed from the Trust Account to holders of Tuatara Ordinary Shares in accordance with the Tuatara Governing Document and the Trust Agreement).

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (a) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement againstof, any negotiations, contracts or agreements with the Company, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (c) will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, includinghowever, without limitation, for that nothing in this Section 8 shall be deemed to limit any knowing Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and intentional material breach restated certificate of incorporation in respect of shares of Class A Common Stock of the Company acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything Reference is made to the contrary set forth hereinfinal prospectus of the Company, Sponsor acknowledges dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 (the “Prospectus”). Subscriber represents and warrants that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, Prospectus and understands that SPAC the Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that disbursements that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account are available only only: (a) to the Public Stockholders in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist event they elect to redeem their Company shares in connection with the consummation of the cash proceeds of SPACCompany’s initial public offering and private placements business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its securitiesdeadline to consummate a Business Combination, and that substantially all (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) months after the closing of these proceeds have been deposited the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account Account, as necessary to pay any taxes, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the benefit receipt and sufficiency of its public stockholders and that Sponsor has no rightwhich is hereby acknowledged, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (Subscriber hereby agrees on behalf of itself and its affiliates) hereby waives affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any pastof its affiliates do now or shall at any time hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest monies in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from or distributions therefrom, or make any claim against the Trust Account (including any monies distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that may be owed the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to them by SPAC the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates for may have against the Trust Account (including any reason whatsoeverdistributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company or its representatives and will not seek recourse against the Trust Account at (including any time distributions therefrom) for any reason whatsoeverwhatsoever (including for an alleged breach of any agreement with the Company or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, includingand Subscriber further intends and understands such waiver to be valid, without limitation, for any knowing binding and intentional material breach by enforceable against Subscriber and each of its affiliates under applicable law. To the extent 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 parties to this Agreement Company or its representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of any of its representations them) to have any claim against the Trust Account (including any distributions therefrom) or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Agreementamounts contained therein.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has had access to and has read and had an adequate opportunity to review the publicly filed prospectus of SPACHPX, including available at wxx.xxx.xxx (the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, “Prospectus”) and understands that SPAC HPX has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACHPX’s public stockholders shareholders (including the public shareholders of the overallotment shares acquired by HPX’s underwriters, the “Public Shareholders”), and that disbursements that, except as otherwise described in the Prospectus, HPX may disburse monies from the Trust Account are available only only: (i) to the Public Shareholders with respect to redemptions by the Public Shareholders, (ii) to the Public Shareholders if HPX fails to consummate a Business Combination (as defined in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist Prospectus) within twenty-four (24) months after the closing of the cash proceeds IPO, subject to extension by an amendment to HPX’s organizational documents, (iii) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes or (iv) to HPX after or concurrently with the consummation of SPAC’s initial public offering a Business Combination (as defined in the Prospectus). Subscriber hereby agrees on behalf of itself and private placements its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its securitiesaffiliates does now or shall at any time hereafter have any right, and that substantially all title, interest or claim of these proceeds have been deposited any kind in or to any monies in the Trust Account for the benefit of its public stockholders and that Sponsor has no rightor distributions therefrom, title or interest of make any kind in claim against the Trust Account and the monies (including any distributions therefrom) in connection with any claim that may now arises as a result of, in connection with, or relating to, this Subscription Agreement or any other transaction agreement (as defined in the future Business Combination Agreement, the “Transaction Agreement”), regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under this Subscription Agreement or any other Transaction Agreement (collectively, the “Released Claims”); provided, however, that Released Claims shall be deposited thereindeemed not to include the right of a Subscriber to make a claim as a Public Shareholder in respect of any HPX shares it may hold pursuant to subclauses (i) or (ii) of the immediately preceding sentence. Accordingly, Sponsor (Subscriber on behalf of itself and its affiliates) , hereby irrevocably waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies Released Claims that may be owed to them by SPAC Subscriber or any of its affiliates for may have against the Trust Account (including any reason whatsoever, distributions therefrom) now or in the future and will not seek recourse against the Trust Account at (including any time distributions therefrom) in connection with any Released Claims (including for any reason whatsoeveran alleged breach of this Subscription Agreement). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by HPX and its affiliates to induce HPX to enter into this Subscription Agreement and the other Transaction Agreements, includingand Subscriber further intends and understands such waiver to be valid, without limitation, for any knowing binding and intentional material breach by enforceable against Subscriber and each of its affiliates under applicable Law. To the extent Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against HPX or its representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and each of its affiliates’ sole remedy shall be against funds held outside of the parties to this Agreement Trust Account and that such claim shall not permit Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of any of its representations them) to have any claim against the Trust Account (including any distributions therefrom) or warranties as set forth in this Agreement, any amounts contained therein. In the event Subscriber or such party’s material breach of any of its covenants affiliates commences any action or other agreements set forth proceeding against HPX, any of its affiliates or any of their respective representatives based upon, in this Agreementconnection with or relating to any Released Claim, which material breach constitutesproceeding seeks, in whole or is a consequence ofin part, a purposeful act relief against the Trust Account (including any distributions therefrom) or failure the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, HPX and its representatives, as applicable, shall be entitled to act by recover from Subscriber and its affiliates the associated legal fees and costs in connection with any such party with action, in the knowledge that the taking of event HPX or its representatives, as applicable, prevails in such act action or failure to take such act would cause a material breach of this Agreementproceeding.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Issuer and one or more businesses or assets. Subscriber further acknowledges that, as described in the Issuer’s prospectus of SPACrelating to its initial public offering dated October 31, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC has established the trust account described therein 2019 (the “Trust AccountProspectus”) for ), substantially all of the benefit of SPACIssuer’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPACthe Issuer’s initial public offering and private placements of its securities, and that substantially all of these those proceeds have been deposited in a trust account (the “Trust Account Account”) for the benefit of the Issuer, its public stockholders and that Sponsor has no right, title or the underwriters of its initial public offering. Except with respect to interest of any kind earned on the funds held in the Trust Account and the monies that may now or be released to the Issuer to pay its tax obligations, if any, the cash in the future Trust Account may be deposited thereindisbursed only for the purposes set forth in the Prospectus. AccordinglyFor and in consideration of the Issuer entering into this Subscription Agreement, Sponsor (the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and its affiliates) affiliates and representatives, hereby irrevocably waives any pastand all right, present title and interest, or future any claim of any kind (including with respect to claiming any rightthey have or may have in the future as a result of, title or interest in respect of such Trust Account) arising out of of, this Agreement againstSubscription Agreement, and in or to any right to access, monies held in the Trust Account, and agrees not to seek recourse or make or bring any trustee action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Acquired Shares pursuant to the Issuer’s certificate of incorporation in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account or the Issuer or otherwise. In the event Subscriber has any claim against the Issuer as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely against the Issuer and SPAC to collect from its assets outside the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at or any time for any reason whatsoevermonies or other assets in the Trust Account; provided, includingthat nothing in this Section 7 shall be deemed to limit Subscriber’s right, without limitationtitle, for any knowing and intentional material breach interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders shareholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (i) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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”), (ii) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement againstof, any negotiations, contracts or agreements with the Company, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account at any time for any reason whatsoever; provided however, including, without limitation, for that nothing in this Section 8 shall be deemed to limit any knowing Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and intentional material breach restated certificate of incorporation in respect of Common Stock of the Company acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor The Investor hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC FSD has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACFSD’s public stockholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of FSD entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in hereby acknowledged, the limited circumstances set forth therein. Sponsor further acknowledges and Investor hereby agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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”). The Investor hereby irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Accountof, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC discussions, contracts or any of its affiliates for any reason whatsoever, agreements with FSD and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, includinghowever, without limitation, for that nothing in this Section 9 shall be deemed to limit the Investor’s right to distributions from the Trust Account in accordance with FSD’s certificate of incorporation in respect of any knowing and intentional material breach redemptions by the Investor in respect of Shares acquired by any of the parties means other than pursuant to this Agreement of Subscription Agreement. Nothing in this Section 9 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its representations record or warranties as set forth in this Agreementbeneficial ownership of Shares currently outstanding on the date hereof, or pursuant to a validly exercised redemption right with respect to any such party’s material breach of any of its covenants or other agreements set forth in this AgreementShares, which material breach constitutes, or is a consequence of, a purposeful act or failure except to act by such party with the knowledge extent that the taking of Investor has otherwise agreed with FSD to not exercise such act or failure to take such act would cause a material breach of this Agreementredemption right.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Issuer has established the a trust account described therein containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”) ). For and in consideration of the Issuer’s entering into this Subscription Agreement, and for other good and valuable consideration, the benefit receipt and sufficiency of SPAC’s public stockholders and that disbursements from the Trust Account which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor (i) it has no right, title title, interest, or interest claim of any kind in or to any monies held in the Trust Account Account, and the monies that may now (ii) it shall have no right of set-off or in the future be deposited therein. Accordinglyany right, Sponsor (on behalf of itself and its affiliates) hereby waives any pasttitle, present interest, or future claim of any kind (including with respect “Claim”) to, or to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to accessmonies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any trustee Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and SPAC not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to collect from this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding, and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account any monies that may be owed to them by SPAC or distributions therefrom or any of its affiliates for any reason whatsoeverthe Issuer’s stockholders, and will not seek recourse against whether in the Trust Account at any time for any reason whatsoeverform of monetary damages or injunctive relief, including, without limitation, for any knowing and intentional material breach by any of Subscriber shall be obligated to pay to the parties to this Agreement of any Issuer all of its representations or warranties as set forth legal fees and costs in this Agreement, or connection with any such party’s material breach of any of its covenants or other agreements set forth action in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge event that the taking of Issuer prevails in such act action or failure to take such act would cause a material breach of this Agreementproceeding.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor The Backstop Investor acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) for containing the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s its initial public offering (“IPO”) and certain proceeds of a private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account placement (including interest accrued from time to time thereon) for the benefit of its public stockholders shareholders and certain other parties (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of its related parties) that Sponsor has no it does not now and shall not at any time hereafter have any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of of, this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever, including, without limitation, for any knowing and intentional material breach by any of with respect to the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementReleased Claims.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed Issuer is a blank check company with the powers and privileges to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businesses or assets. Subscriber further acknowledges that, as described in the Issuer’s prospectus of SPACrelating to its initial public offering dated August 30, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC has established the trust account described therein 2021 (the “Trust AccountProspectus”) for ), available at wxx.xxx.xxx, substantially all of the benefit of SPACIssuer’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPACthe Issuer’s initial public offering and private placements of its securities, and that substantially all of these those proceeds have been deposited in a trust account (the “Trust Account Account”) for the benefit of the Issuer, its public stockholders shareholders and that Sponsor has no right, title or the underwriters of the Issuer’s initial public offering. Except with respect to interest of any kind earned on the funds held in the Trust Account and the monies that may now or be released to the Issuer to pay its tax obligations, if any, the cash in the future Trust Account may be deposited thereindisbursed only for the purposes set forth in the Prospectus. AccordinglyFor and in consideration of the Issuer entering into this Subscription Agreement, Sponsor (the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and its affiliates) , hereby irrevocably waives any pastand all right, present title and interest, or future any claim of any kind (including with respect to claiming any right, title they have or interest may have in respect of such Trust Account) the future arising out of this Agreement againstSubscription Agreement, and in or to any right to access, monies held in the Trust Account, any trustee of the Trust Account and SPAC agrees not to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby, or the Acquired Shares, regardless of whether such claim arises based on contract, tort, equity or any time other theory of legal liability; provided, however, that nothing in this Section 8 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the Issuer for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (ii) serve to limit or prohibit any reason whatsoeverclaims that Subscriber may have in the future against the Issuer’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) or (iii) be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of CHW Ordinary Shares acquired by any means other than pursuant to this Subscription Agreement, including, without limitationbut not limited to, for any knowing and intentional material breach by redemption right with respect to any such securities of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementIssuer.

Trust Account Waiver. Notwithstanding anything Reference is made to the contrary set forth herein, Sponsor acknowledges that it has read the publicly filed final prospectus of SPAC, including filed with the form of investment management trust agreementSEC (File No. 333-259491) on October 8, by and between SPAC and Continental Stock Transfer & Trust Company2021 (the “Prospectus”). The Company acknowledges, a New York corporation, agrees and understands that SPAC has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and certain proceeds of the private placement (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth thereinstockholders. Sponsor further acknowledges and The Company hereby agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement, the transactions contemplated hereby or any proposed or actual business relationship between SPAC or any of its Representatives or Affiliates, on the 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 contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). The Company hereby irrevocably waives (on its own behalf and on behalf of its Company Related Parties) any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Accountof, any trustee of the Trust Account and discussions, contracts or agreements with SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever, including, without limitation. Notwithstanding anything herein or otherwise to the contrary (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Trust Account, for any knowing and intentional material breach by any specific performance or other equitable relief in connection with the consummation of the parties transactions contemplated hereby (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of any the balance of its representations or warranties as set forth the cash remaining in the Trust Account (after giving effect to the SPAC Shareholder Redemption) to the Company in accordance with the terms of this Agreement and the Trust Agreement), or such party’s material breach of for Fraud and (b) nothing herein shall serve to limit or prohibit any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge claims that the taking of Company may have in the future against SPAC’s (or its successors’) 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 act or failure to take such act would cause a material breach of this Agreementfunds).

Trust Account Waiver. Notwithstanding anything to Each of the contrary set forth herein, Sponsor Company and the Sellers acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Buyer has established the trust account described therein (the “Trust Account”) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders Buyer Stockholders, which holds proceeds of its initial public offering. For and that Sponsor in consideration of the Buyer entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Company and the Sellers, for itself and the Affiliates it has no the authority to bind, hereby agrees it does not now and shall not at any time hereafter have any right, title title, interest or interest claim of any kind in or to any assets in the Trust Account (or distributions therefrom to (i) the public Buyer Stockholders upon the redemption of their shares and (ii) the monies that may now or in the future be deposited therein. Accordingly, Sponsor (on behalf underwriters of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest Buyer’s initial public offering in respect of such Trust Account) arising out of this Agreement against, and any right to access, 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 trustee of claims it has or may have at any time solely against the Trust Account and SPAC to collect from (including the Trust Account Distributions) as a result of, or arising out of, any monies that may be owed to them by SPAC discussions, contracts or any of its affiliates for any reason whatsoeveragreements (including this Agreement and the Subscription Agreements) among the Buyer, the Sellers and the Company and will not seek recourse against the Trust Account at any time (including the Trust Distributions) for any reason whatsoever, including, without limitation, for any knowing and intentional material breach by any . Each of the parties Company and the Sellers agree and acknowledge that such irrevocable waiver is material to this Agreement of any of its representations or warranties as set forth and specifically relied upon by the Buyer and the Sponsor to induce Buyer and the Sponsor to enter in this Agreement, and the Company and the Sellers further intend and understand such waiver to be valid, binding and enforceable against the Company and the Sellers and each of their respective Affiliates that they have the authority to bind under applicable Law. To the extent the Company or any Seller or any of their respective Affiliates that the Company or such party’s material breach of Seller, as applicable, has the authority to bind commences any action or proceeding against the Buyer or any of its covenants Affiliates based upon, in connection with, relating to or other agreements set forth in this Agreementarising out of any matter relating to the Buyer, its Affiliates or its representatives, which material breach constitutesProceeding seeks, in whole or is a consequence ofin part, a purposeful act monetary relief against the Buyer, its Affiliates or failure to act by such party with its representatives, each of the knowledge Company and the Sellers hereby acknowledge and agree that the taking Company’s and the Sellers’ and such Affiliates’ sole remedy shall be against assets of the Buyer or such act Affiliate or failure representatives not in the Trust Account and that such claim shall not permit the Company, the Sellers or such Affiliates (or any Person claiming on any of their behalves) to take such act would cause a material breach of this Agreementhave any claim against the Trust Account (including the Trust Distributions) or any amounts contained in the Trust Account while in the Trust Account.

Trust Account Waiver. Notwithstanding anything to The Parent and the contrary set forth herein, Sponsor acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands Target Companies acknowledge that SPAC has established the trust account described therein (the “Trust Account”) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders SPAC Shareholders, which contains the proceeds of its initial public offering and that Sponsor has no from certain private placements occurring simultaneously with the initial public offering (including interest accrued from time to time thereon) for the benefit of SPAC’s public shareholders and certain other parties (including the underwriters of the initial public offering). For and in consideration of SPAC entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parent and the Target Companies each hereby agrees they do not now and shall not at any time hereafter have any right, title title, interest or interest claim of any kind in or to any assets in the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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”). The Parent and the Target Companies each hereby irrevocably waives any Released Claims that they may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, or arising out of, any discussions, contracts or agreements with SPAC, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, their Affiliates and will not seek recourse against the Trust Account at any time for any reason whatsoever, including, without limitation; provided that (a) nothing in this Agreement shall serve to limit or prohibit the Parent’s or Target’s right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Trust Account, for any knowing and intentional material breach by any specific performance or other equitable relief in connection with the consummation of the parties transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of any the balance of its representations or warranties as set forth the cash remaining in this Agreement, or such partythe Trust Account (after giving effect to redemptions by SPAC’s material breach of any of its covenants or other agreements set forth public shareholders) to the Parent in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party accordance with the knowledge terms of this Agreement and the Trust Agreement) and (b) nothing herein shall serve to limit or prohibit any claims that the taking of Parent or the Target Companies 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 act or failure to take such act would cause a material breach of this Agreementfunds).

Trust Account Waiver. Notwithstanding anything Reference is made to the contrary set forth herein, Sponsor acknowledges that it has read the publicly filed final prospectus of SPACHighCape, including filed with the form of investment management trust agreementSEC (File No. 333-240283) on September 4, by 2020 (the “Prospectus”). The Company acknowledges and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, agrees and understands that SPAC HighCape has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACHighCape’s public stockholders (including overallotment shares acquired by HighCape’s underwriters, the “Public Stockholders”), and that disbursements HighCape may disburse monies from the Trust Account are available only in the limited express circumstances set forth thereindescribed in the Prospectus. Sponsor further acknowledges For and agrees that SPAC’s sole assets consist in consideration of the cash proceeds of SPAC’s initial public offering and private placements of its securitiesHighCape entering into this Agreement, and that substantially all for other good and valuable consideration, the receipt and sufficiency of these proceeds have been deposited in which is hereby acknowledged, the Trust Account for the benefit of its public stockholders and that Sponsor has no right, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (Company hereby agrees on behalf of itself and its affiliates) hereby waives Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of the Company nor any pastof it Representatives does now or shall at any time hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest monies in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from or distributions therefrom, or make any claim against the Trust Account (including any monies that may be owed to them by SPAC 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 HighCape or any of its affiliates for Representatives, on the one hand, and, the Company or any reason whatsoeverof its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). The Company, on its own behalf and on behalf of its Representatives, hereby irrevocably waives any Trust Account Released Claims that it or any of its Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, or Contracts with HighCape or its Representatives and will not seek recourse against the Trust Account at (including any time distributions therefrom) for any reason whatsoever, including, without limitation, whatsoever (including for any knowing and intentional material breach by any of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material an alleged breach of any of agreement with HighCape or its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Agreement.Affiliates). * * * * *

Trust Account Waiver. Notwithstanding anything Subscriber hereby acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering (the contrary set forth herein“IPO”) dated November 6, Sponsor acknowledges that it has read 2019 available at xxx.xxx.xxx, the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Issuer has established the a trust account described therein (the “Trust Account”) containing the proceeds of the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securitiesIssuer, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Issuer entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that Sponsor has no it does not now and shall not at any time hereafter have any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, arising out or as a result of, in connection with or relating in any way to this Subscription Agreement, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of of, this Agreement againstSubscription Agreement, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (c) will not seek recourse against the Trust Account at as a result of, in connection with or relating in any time for way to this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit any reason whatsoever, including, without limitation, for Subscriber’s right to distributions from the Trust Account in accordance with the Issuer’s amended and restated certificate of incorporation in respect of any knowing and intentional material breach redemptions by Subscriber in respect of Class A common stock acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to Equity Subscriber and Warrant Subscriber hereby acknowledge that the contrary set forth herein, Sponsor acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s the public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist shareholders of the cash proceeds Company and certain other parties (including the underwriters of SPAC’s initial public offering the IPO). For and private placements in consideration of its securitiesthe Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Equity Subscriber and Warrant Subscriber hereby (i) agree that substantially all they nor any of these proceeds their related parties do not now and shall not at any time hereafter have been deposited any right, title, interest or claim of any kind in or to any assets held in the Trust Account for the benefit of its public stockholders or distributions therefrom, and that Sponsor has no right, title or interest of shall not make any kind in claim against the Trust Account (including any distributions therefrom), in each case, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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 monies “Released Claims”) and (ii) irrevocably waive any Released Claims that they nor any of their related parties may have against the Trust Account (including any distributions therefrom) now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Accountof, any trustee of negotiations, contracts or agreements with the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, Company and will not seek recourse against the Trust Account at (including any time distributions therefrom) for any reason whatsoeverwhatsoever (including for an alleged breach of any agreement with the Company or its related parties); provided, includinghowever, without limitationthat nothing in this Section 9 shall serve to limit or prohibit Equity Subscriber’s and Warrant Subscriber’s right to pursue a claim against the Company or for legal relief against assets held outside the Trust Account (including from and after the consummation of a transaction other than as contemplated by this document) or for specific performance, for injunctive or other equitable relief in connection with the consummation of the Transaction so long as such claim would not affect the Company’s ability to fulfil its obligation to effectuate the Buyer Guarantor Shareholder Redemptions (as defined in the Share Sale Agreement). Equity Subscriber and Warrant acknowledge and agree that such irrevocable waiver is material to this document and specifically relied upon by the Company to induce the Company to enter into this document, and such parties further intend and understand such waiver to be valid, binding and enforceable against them and their related parties under applicable law. Equity Subscriber and Warrant Subscriber agree not to seek recourse or make or bring any knowing action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares or the Warrants regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Equity Subscriber and intentional material breach by Warrant Subscriber acknowledge and agree that they shall not have any redemption rights with respect to the Subscribed Shares pursuant to the Company’s organizational documents in connection with the Transaction or any other business combination, any subsequent liquidation of the Trust Account, the Company or otherwise. In the event Equity Subscriber and Warrant Subscriber or any of their related parties have any claim against the Company in connection with, as a result of, relating to or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares or the Warrants, Equity Subscriber and Warrant Subscriber and their related parties to this Agreement (or claimant on any of their behalves or in lieu of any of them) shall pursue such claim solely against the Company and its representations assets outside the Trust Account and not against the Trust Account or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants monies or other agreements set forth assets in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementTrust Account.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed prospectus Investment Management Trust Agreement, dated as of SPACApril 7, including the form of investment management trust agreement2021, by and between SPAC the Issuer and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC the Issuer has established the trust account described therein (the “Trust Account”) for the benefit of SPACthe Issuer’s public stockholders shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor Subscriber further acknowledges and agrees that SPACthe Issuer’s sole assets consist of the cash proceeds of SPACthe Issuer’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no right, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited thereinshareholders. Accordingly, Sponsor Subscriber (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Subscription Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC the Issuer to collect from the Trust Account any monies that may be owed to them by SPAC the Issuer or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoeverclaim of any kind arising out of this Subscription Agreement, including, without limitation, including for any knowing and intentional material breach by any of the parties to this Subscription Agreement of any of its representations or warranties as set forth in this Subscription Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Subscription Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement; provided, however, that nothing in this Section 9 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means, other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and not against the property or any monies in the Trust Account. This Section 9 shall survive the termination of this Subscription Agreement for any reason.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. Subscriber further acknowledges that, as described in the Company’s prospectus of SPACrelating to its initial public offering dated March 3, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC has established the trust account described therein 2021 (the “Trust AccountProspectus”) for available at xxx.xxx.xxx, substantially all of the benefit of SPACCompany’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPACthe Company’s initial public offering and private placements of its securities, and that substantially all of these those proceeds have been deposited in a trust account (the “Trust Account Account”) for the benefit of the Company, its public stockholders and that Sponsor has no right, title or the underwriters of the Company’s initial public offering. Except with respect to interest of any kind earned on the funds held in the Trust Account and the monies that may now or be released to the Company to pay its tax obligations, if any, the cash in the future Trust Account may be deposited thereindisbursed only for the purposes set forth in the Prospectus. AccordinglyFor and in consideration of the Company entering into this Subscription Agreement, Sponsor (the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and its affiliates) representatives, hereby irrevocably waives any pastand all right, present title and interest, or future any claim of any kind (including with respect to claiming any right, title they have or interest may have in respect of such Trust Account) the future arising out of this Agreement againstSubscription Agreement, and in or to any right to access, monies held in the Trust Account, any trustee of the Trust Account and SPAC agrees not to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at as a result of, or arising out of, this Subscription Agreement. Subscriber acknowledges and agrees that it shall not have any time for redemption rights with respect to the Acquired Shares pursuant to the Company’s amended and restated certificate of incorporation in connection with the Transaction, any reason whatsoeversubsequent liquidation of the Trust Account or the Company or otherwise. In the event Subscriber has any claim against the Company as a result of, includingor arising out of, without limitationthis Subscription Agreement, for the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely against the Company and its assets outside the Trust Account and not against the Trust Account or any knowing and intentional material breach monies or other assets in the Trust Account. Notwithstanding anything else in this Section 8 to the contrary, nothing herein shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Common Stock acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the parties to this Agreement Company. This Section 8 shall survive any termination of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything Reference is made to the contrary set forth herein, Sponsor acknowledges that it has read the publicly filed final prospectus of SPACParent, including filed with the form of investment management trust agreementSEC (File No. 333-260232) on November 4, by 2021 (the “Prospectus”). Each Company Party acknowledges and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, agrees and understands that SPAC Pxxxxx has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACParent’s public stockholders (including overallotment shares acquired by Parent’s underwriters, the “Public Stockholders”), and that disbursements Parent may disburse monies from the Trust Account are available only in the limited express circumstances set forth thereindescribed in the Prospectus. Sponsor further acknowledges For and agrees that SPAC’s sole assets consist in consideration of the cash proceeds of SPAC’s initial public offering and private placements of its securitiesParent entering into this Agreement, and that substantially all for other good and valuable consideration, the receipt and sufficiency of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no rightwhich is hereby acknowledged, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (each Company Party hereby agrees on behalf of itself and its affiliates) hereby waives Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of the Company Parties nor any pastof its Representatives does now or shall at any time hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest monies in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from or distributions therefrom, or make any claim against the Trust Account (including any monies that may be owed to them by SPAC 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 Parent or any of its affiliates for Representatives, on the one hand, and, the Company Parties or any reason whatsoeverof its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Each Company Party, on its own behalf and on behalf of its respective Representatives, hereby irrevocably waives any Trust Account Released Claims that it or any of its respective Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, or Contracts with Parent or its Representatives and will not seek recourse against the Trust Account at (including any time distributions therefrom) for any reason whatsoever, including, without limitation, whatsoever (including for any knowing and intentional material breach by any of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material an alleged breach of any of agreement with Parent or its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementAffiliates).

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Each Investor hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the SPAC’s public stockholders shareholders and certain other parties (including the underwriters of the IPO). Each Investor acknowledges that, in connection with the Transaction and as contemplated by the Transaction Agreement, it is contemplated that disbursements from the agreement governing the Trust Account will be assigned from the SPAC to the Company with effect as of the consummation of the Transaction. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, each Investor hereby (a) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement againstof, any negotiations, contracts or agreements with the Company, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (c) will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, includinghowever, without limitation, for any knowing that nothing in this Section 17 shall be deemed to limit such Investor’s right to distributions from the Trust Account in accordance with the applicable terms of the SPAC’s amended and intentional material breach by restated memorandum and articles of association in respect of any of the parties SPAC’s Class A ordinary shares acquired by any means other than pursuant to this Subscription Agreement or such Investor’s right, title, interest or claim to the Trust Account by virtue of such Investor’s record or beneficial ownership of securities of the SPAC acquired by any of its representations or warranties as set forth in means other than pursuant to this Subscription Agreement, or including but not limited to any redemption right with respect to any such party’s securities of the SPAC. Each Investor agrees and acknowledges that such irrevocable waiver is material breach of any of to this Subscription Agreement and specifically relied upon by the Company and its covenants or other agreements set forth in Affiliates to induce the Company to enter into this AgreementSubscription Agreement and each Investor further intends and understands such waiver to be valid, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by binding and enforceable against such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementInvestor under applicable Law.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Issuer has established the a trust account described therein containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein). Sponsor further acknowledges and Subscriber agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor (i) it has no right, title title, interest or interest claim of any kind in or to any monies held in the Trust Account Account, and the monies that may now (ii) it shall have no right of set-off or in the future be deposited therein. Accordinglyany right, Sponsor (on behalf of itself and its affiliates) hereby waives any pasttitle, present interest or future claim of any kind (including with respect “Claim”) to, or to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to accessmonies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any trustee Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and SPAC not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to collect from this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account any monies that may be owed to them by SPAC or distributions therefrom or any of its affiliates for any reason whatsoeverthe Issuer’s shareholders, and will not seek recourse against whether in the Trust Account at any time for any reason whatsoeverform of monetary damages or injunctive relief, including, without limitation, for any knowing and intentional material breach by any of Subscriber shall be obligated to pay to the parties to this Agreement of any Issuer all of its representations or warranties as set forth legal fees and costs in this Agreement, or connection with any such party’s material breach of any of its covenants or other agreements set forth action in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge event that the taking of Issuer prevails in such act action or failure to take such act would cause a material breach of this Agreementproceeding.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed prospectus Investment Management Trust Agreement, dated as of SPACJanuary 26, including the form of investment management trust agreement2021, by and between SPAC the Issuer and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC the Issuer has established the trust account described therein (the “Trust Account”) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein). Sponsor further acknowledges and Subscriber agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor (i) it has no right, title title, interest, or interest claim of any kind in or to any monies held in the Trust Account Account, and the monies that may now (ii) it shall have no right of set-off or in the future be deposited therein. Accordinglyany right, Sponsor (on behalf of itself and its affiliates) hereby waives any pasttitle, present interest, or future claim of any kind (including with respect “Claim”) to, or to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to accessmonies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any trustee Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and SPAC not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to collect from this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding, and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account any monies that may or distributions therefrom, whether in the form of monetary damages or injunctive relief, Subscriber shall be owed obligated to them by SPAC or any pay to the Issuer all of its affiliates for legal fees and costs in connection with any reason whatsoever, and will not seek recourse against such action in the Trust Account at any time for any reason whatsoever, including, without limitation, for any knowing and intentional material breach by any of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge event that the taking of Issuer prevails in such act action or failure to take such act would cause a material breach of this Agreementproceeding.

Trust Account Waiver. Notwithstanding anything Subscriber hereby acknowledges that, as described in the Company’s prospectus relating to its initial public offering (the contrary set forth herein“IPO”) dated June 25, Sponsor acknowledges that it has read 2020 available at xxx.xxx.xxx, the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securitiesCompany, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that Sponsor has no it does not now and shall not at any time hereafter have any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, arising out or as a result of, in connection with or relating in any way to this Subscription Agreement, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of of, this Agreement againstSubscription Agreement, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (c) will not seek recourse against the Trust Account at as a result of, in connection with or relating in any time way to this Subscription Agreement; provided, however, that nothing in this Section 7 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company for legal relief against assets held outside the Trust Account (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any reason whatsoever, including, without limitationredemption right with respect to any securities of the Company), for specific performance or other equitable relief, (ii) serve to limit or prohibit any knowing claims that the Subscriber may have in the future against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and intentional material breach any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company) or (iii) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any redemptions by Subscriber in respect of Class A Common Stock acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed Issuer is a blank check company with the powers and privileges to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businesses or assets. Subscriber further acknowledges that, as described in the Issuer’s prospectus of SPACrelating to its initial public offering dated August 12, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC has established the trust account described therein 2021 (the “Trust AccountProspectus”) for ), available at xxx.xxx.xxx, substantially all of the benefit of SPACIssuer’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPACthe Issuer’s initial public offering and private placements of its securities, and that substantially all of these those proceeds have been deposited in a trust account (the “Trust Account Account”) for the benefit of the Issuer, its public stockholders and that Sponsor has no right, title or the underwriters of the Issuer’s initial public offering. Except with respect to interest of any kind earned on the funds held in the Trust Account and the monies that may now or be released to the Issuer to pay its tax obligations, if any, the cash in the future Trust Account may be deposited thereindisbursed only for the purposes set forth in the Prospectus. AccordinglyFor and in consideration of the Issuer entering into this Subscription Agreement, Sponsor (the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and its affiliates) representatives, hereby irrevocably waives any pastand all right, present title and interest, or future any claim of any kind (including with respect to claiming any right, title they have or interest may have in respect of such Trust Account) the future arising out of this Agreement againstSubscription Agreement, and in or to any right to access, monies held in the Trust Account, any trustee of the Trust Account and SPAC agrees not to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at as a result of, or arising out of, this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit any time for Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any reason whatsoevermeans other than pursuant to this Subscription Agreement, including, without limitationbut not limited to, for any knowing and intentional material breach by redemption right with respect to any such securities of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementIssuer.

Trust Account Waiver. Notwithstanding anything Subscriber hereby acknowledges that, as described in the Company’s prospectus relating to its initial public offering (the contrary set forth herein“IPO”) dated February 10, Sponsor acknowledges that it has read 2021 available at xxx.xxx.xxx, the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securitiesCompany, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that Sponsor has no it does not now and shall not at any time hereafter have any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, in each case, arising out or as a result of, in connection with or relating in any way to this Subscription Agreement, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of of, this Agreement againstSubscription Agreement, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (c) will not seek recourse against the Trust Account at as a result of, in connection with or relating in any time for way to this Subscription Agreement; provided, however, that nothing in this Section 7 shall be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any reason whatsoever, including, without limitation, for any knowing and intentional material breach redemptions by Subscriber in respect of Class A Common Stock acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. Subscriber further acknowledges that, as described in the final prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporationdated as of December 16, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of Company’s initial public offering (including overallotment securities sold by the Company’s underwriter thereafter) and private placements of its securities, and understands that SPAC has established the substantially all of those proceeds have been deposited in a trust account described therein (the “Trust Account”) for the benefit of SPAC’s Company, its public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist underwriters of the cash proceeds of SPACCompany’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited offering. Except with respect to interest earned on the funds held in the Trust Account for that may be released to Company to pay its tax obligations, if any, the benefit of its public stockholders and that Sponsor has no right, title or interest of any kind cash in the Trust Account and may be disbursed only for the monies that may now or purposes set forth in the future be deposited thereinProspectus. AccordinglyFor and in consideration of the Company entering into this Agreement, Sponsor (the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and its affiliates) representatives, hereby irrevocably waives any pastand all right, present title and interest, or future any claim of any kind (including with respect they now have or may have in the future, in or to claiming any right, title or interest monies held in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC or distributions therefrom to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoeverCompany’s public stockholders, and will agrees not to seek recourse against the Trust Account at any time for any reason whatsoeverclaims in connection with, includingas a result of, without limitationor arising out of, this Agreement or the transactions contemplated hereby; provided, however, that nothing in this Section 7.15 (x) shall serve to limit or prohibit Subscriber’s right to pursue a claim against Company for legal relief against assets held outside the Trust Account (other than distributions to the Company’s public stockholders), for specific performance or other equitable relief, (y) shall serve to limit or prohibit any knowing claims that Subscriber may have in the future against Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account (other than distributions to the Company’s public stockholders) and intentional material breach any assets that have been purchased or acquired with any such funds) or (z) shall be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Company acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or including but not limited to any redemption right with respect to any such party’s material breach securities of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementCompany.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (i) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, in each case, to the extent such claim arises as a result of, in connection with or relating in any way to 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”), (ii) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement againstof, any negotiations, contracts or agreements with the Company, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account at any time for any reason whatsoever; provided however, including, without limitation, for that nothing in this Section 7 shall be deemed to limit any knowing Subscriber’s right to distributions or redemptions from the Trust Account in accordance with the Company’s amended and intentional material breach restated certificate of incorporation in respect of any redemptions by Subscriber of its shares of public Common Stock of the Company currently outstanding on the date hereof and acquired by any means other than pursuant to this Subscription Agreement. Subscriber agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares and the Warrants regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscribed Shares or the Warrants, as applicable, (or the Warrant Shares issuable upon exercise of the parties Warrants) pursuant to the Company’s organizational documents in connection with the Transaction or any other business combination, any subsequent liquidation of the Trust Account, the Company or otherwise. In the event Subscriber has any claim against the Company as a result of, or arising out of, this Agreement of any of its representations or warranties as set forth in this Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares or the Warrants, as applicable, (or the Warrant Shares issuable upon exercise of the Warrants), it shall pursue such party’s material breach of claim solely against the Company and its assets outside the Trust Account and not against the Trust Account or any of its covenants monies or other agreements set forth assets in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementTrust Account.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor acknowledges The Subscriber hereby represents and warrants that it has had the opportunity to read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, IPO Prospectus and understands that SPAC the Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that disbursements that, except as otherwise described in the IPO Prospectus, the Company may disburse monies from the Trust Account are available only only: (a) to the Public Stockholders in the limited circumstances set forth thereinevent they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within 24 months after the closing of the IPO and is subject to further extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. Sponsor further For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber hereby agrees that notwithstanding anything to the contrary contained in this Subscription Agreement, Subscriber does not now and shall not at any time hereafter have, and waives any and all right, title and interest, or any claims of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, in or to any monies held in the Trust Account (or any distributions therefrom directly or indirectly to Public Stockholders (“Public Distributions”), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account or Public Distributions as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. To the extent the Subscriber commences any action or proceeding based upon, in connection with, as a result of or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, the Subscriber hereby acknowledges and agrees that SPACthe Subscriber’s sole assets consist remedy shall be against funds held outside of the cash proceeds of SPAC’s initial public offering and private placements of its securities, Trust Account (other than Public Distributions) and that substantially all such claim shall not permit the Subscriber (or any person claiming on its behalf or in lieu of these proceeds any of it) to have been deposited any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 11 to the contrary, nothing herein shall (x) serve to limit or prohibit the Subscriber’s right to pursue a claim against Company for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that the Subscriber may have in the future against Company’s assets or funds that are not held in the Trust Account for the benefit of its public stockholders and that Sponsor has no right, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect funds that have been released from the Trust Account to the Company (excluding, for the avoidance of doubt, funds released to redeeming stockholders of the Company) and any monies assets that may have been purchased or acquired with any such funds), or (z) be owed deemed to them by SPAC limit the Subscriber’s right, title, interest or any of its affiliates for any reason whatsoever, and will not seek recourse against claim to the Trust Account at any time for any reason whatsoever, including, without limitation, for any knowing and intentional material breach by any virtue of the parties Subscriber’s record or beneficial ownership of Company Common Stock other than pursuant to this Agreement of any of its representations or warranties as set forth in this Subscription Agreement, or including but not limited to any redemption right with respect to any such party’s material breach securities of any the Company. For purposes of its covenants or other agreements set forth in this Subscription Agreement, which material breach constitutes“Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, or is a consequence ofofficers, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Agreementemployees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Notwithstanding anything Subscriber hereby acknowledges that, as described in PNAC’s prospectus relating to its initial public offering (the contrary set forth herein“IPO”) dated May 16, Sponsor acknowledges that it has read the publicly filed prospectus of SPAC2022 available at xxx.xxx.xxx, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC PNAC has established the a trust account described therein (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s the Company, its public stockholders and that disbursements certain other parties (including the underwriters of the IPO), and that, except as otherwise described in such prospectus, the Company may disburse monies from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of to (x) its public stockholders and that Sponsor has no right, title or interest of any kind in the Trust Account event they elect to have their shares of Common Stock redeemed for cash in connection with the consummation of PNAC’s initial business combination, an amendment to its Certificate of Incorporation of PNAC to extend the deadline by which PNAC must consummate its initial business combination, or PNAC’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) PNAC after or concurrently with the consummation of its initial business combination. For and in consideration of the monies that may now or in Company entering into this Subscription Agreement, and for other good and valuable consideration, the future be deposited therein. Accordinglyreceipt and sufficiency of which are hereby acknowledged, Sponsor (Subscriber, on behalf of itself and its affiliates, hereby (a) hereby waives agrees that it does not now and shall not at any pasttime hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest assets held in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, and shall not make any trustee claim against the Trust Account, arising out or as a result of, in connection with or relating in any way to this Subscription Agreement, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and SPAC to collect from now or in the Trust Account any monies that may be owed to them by SPAC future as a result of, or any of its affiliates for any reason whatsoeverarising out of, this Subscription Agreement, and (c) will not seek recourse against the Trust Account at as a result of, in connection with or relating in any time for way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Company to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any reason whatsoeveraction or proceeding based upon, includingin connection with, without limitationrelating to or arising out of any matter relating to the Company or its Representatives, for which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber (or any knowing and intentional material breach person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with PNAC’s Certificate of Incorporation in respect of any redemptions by Subscriber in respect of Common Stock acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth Subscription Agreement, subject to the Forward Purchase Agreement. Notwithstanding anything in this AgreementSubscription Agreement to the contrary, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach provisions of this Section 7 shall survive termination of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Backstop Investor acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) for containing the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s its initial public offering (“IPO”) and certain proceeds of a private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account placement (including interest accrued from time to time thereon) for the benefit of its public stockholders and certain other parties (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Backstop Investor hereby agrees (on its own behalf and on behalf of its related parties) that Sponsor has no it does not now and shall not at any time hereafter have any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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”); provided, that the Released Claims shall not include any rights or claims of Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of of, this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoeverwith respect to the Released Claims. For the avoidance of doubt, including, without limitation, for any knowing and intentional material breach by any of this provision shall not restrict Backstop Investor’s Redemption Rights (as defined in the parties COI) with respect to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementNon- Backstop Investor Shares.

Trust Account Waiver. Notwithstanding anything Subscriber hereby acknowledges that, as described in the Company’s prospectus relating to its initial public offering (the contrary set forth herein“IPO”) dated March 4, Sponsor acknowledges that it has read 2021 available at xxx.xxx.xxx, the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securitiesCompany, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that Sponsor has no it does not now and shall not at any time hereafter have any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, arising out or as a result of, in connection with or relating in any way to this Subscription Agreement, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of of, this Agreement againstSubscription Agreement, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (c) will not seek recourse against the Trust Account at as a result of, in connection with or relating in any time way to this Subscription Agreement; provided, however, that nothing in this Section 7 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company for legal relief against assets held outside the Trust Account (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any reason whatsoever, including, without limitationredemption right with respect to any securities of the Company), for specific performance or other equitable relief, (ii) serve to limit or prohibit any knowing claims that Subscriber may have in the future against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and intentional material breach any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company) or (iii) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any redemptions by Subscriber in respect of Class A Common Stock acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything Reference is made to the contrary set forth hereinfinal prospectus of the Company, Sponsor acknowledges filed with the SEC (File No. 333-232688) (the “Prospectus”), and dated as of August 8, 2019. The Company shall provide the undersigned with a copy of the Prospectus upon request and the undersigned hereby represents and warrants that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC the Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that disbursements that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account are available only only: (a) to the Public Stockholders in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist event they elect to redeem their Company shares in connection with the consummation of the cash proceeds of SPACCompany’s initial public offering and private placements business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its securitiesthe deadline to consummate a Business Combination, and that substantially all (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) months after the closing of these proceeds have been deposited the IPO, (c) with respect to any interest earned on the amounts held in the Trust Account Account, as necessary to pay any franchise or income taxes or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the benefit receipt and sufficiency of its public stockholders and that Sponsor has no rightwhich are hereby acknowledged, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyundersigned, Sponsor (on behalf of itself and its affiliatescontrolling persons acting on its behalf, hereby agrees that, notwithstanding anything to the contrary in this Subscription Agreement, (i) hereby waives it and its controlling persons acting on its behalf do not now and shall not at any pasttime hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest assets held in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC (including distributions directly or indirectly to collect from public stockholders therefrom (“Public Distributions”)) arising from, as a result of or in connection with this Subscription Agreement, any ancillary documents entered in connection herewith, the transactions contemplated hereby or thereby, or any discussions in connection therewith, (ii) agrees that it shall not make any claim against the Trust Account (including Public Distributions) arising from, as a result of or in connection with this Subscription Agreement, any monies that may be owed to them by SPAC ancillary documents entered in connection herewith, the transactions contemplated hereby or thereby, or any discussions in connection therewith, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”), (iii) it and its affiliates controlling persons acting on its behalf shall not make any claim against the Trust Account (including Public Distributions) for any reason whatsoeverReleased Claims, (iv) it and its controlling persons acting on its behalf hereby irrevocably waive any Released Claims that it or its controlling persons acting on its behalf may have against the Trust Account (including any Public Distributions) now or in the future, (v) it and its controlling persons acting on its behalf will not seek recourse against the Trust Account (including Public Distributions) in respect of any Released Claims, and (vi) such irrevocable waiver set forth herein is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter in this Subscription Agreement, and the undersigned further intends and understands such waiver to be valid, binding and enforceable under applicable law against the undersigned and each of its controlling persons acting on its behalf, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. For the avoidance of doubt, the parties acknowledge that the undersigned and its controlling persons acting on its behalf are not releasing or waiving any time for rights that they may have as Public Stockholders to receive funds from the Trust Account in their capacity as Public Stockholders upon the redemption of their shares of the Company or the liquidation of the Company, as described in the Prospectus or any reason whatsoeverother right, includingtitle, without limitation, for any knowing and intentional material breach interest or claim to the Trust Account by virtue of undersigned’s record or beneficial ownership of securities of the Company acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth Subscription Agreement. Notwithstanding anything to the contrary contained in this Subscription Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach provisions of this AgreementSection 8 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. Notwithstanding anything Reference is made to the contrary set forth herein, Sponsor acknowledges that it has read the publicly filed final prospectus of SPACAtlas, including filed with the form of investment management trust agreementSEC (File No. 333-249289) on October 29, by 2020 (the “Prospectus”). The Company acknowledges and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, agrees and understands that SPAC Atlas has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s Atlas’ public stockholders (including overallotment shares acquired by Atlas’ underwriters, the “Public Stockholders”), and that disbursements Atlas may disburse monies from the Trust Account are available only in the limited express circumstances set forth thereindescribed in the Prospectus. Sponsor further acknowledges For and agrees that SPAC’s sole assets consist in consideration of the cash proceeds of SPAC’s initial public offering and private placements of its securitiesAtlas entering into this Agreement, and that substantially all for other good and valuable consideration, the receipt and sufficiency of these proceeds have been deposited in which is hereby acknowledged, the Trust Account for the benefit of its public stockholders and that Sponsor has no right, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (Company hereby agrees on behalf of itself and its affiliates) hereby waives Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, neither the Company nor any pastof its Representatives does now or shall at any time hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest monies in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from or distributions therefrom, or make any claim against the Trust Account (including any monies that may be owed to them by SPAC 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 Atlas or any of its affiliates for Representatives, on the one hand, and, the Company or any reason whatsoeverof its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). The Company on its own behalf and on behalf of its Representatives, hereby irrevocably waives any Trust Account Released Claims that it or any of its Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, or Contracts with Atlas or its Representatives and will not seek recourse against the Trust Account at (including any time distributions therefrom) for any reason whatsoever, including, without limitation, whatsoever (including for any knowing and intentional material breach by any of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material an alleged breach of any of agreement with Atlas or its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Agreement.Affiliates). * * * * *

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s the public stockholders shareholders of the Company and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (i) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements it nor any of its securitiesrelated parties does not now and shall not at any time hereafter have any right, and that substantially all title, interest or claim of these proceeds have been deposited any kind in or to any assets held in the Trust Account for the benefit of its public stockholders or distributions therefrom, and that Sponsor has no right, title or interest of shall not make any kind in claim against the Trust Account (including any distributions therefrom), in each case, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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 monies “Released Claims”) and (ii) irrevocably waives any Released Claims that it or any of its related parties may have against the Trust Account (including any distributions therefrom) now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Accountof, any trustee of negotiations, contracts or agreements with the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, Company and will not seek recourse against the Trust Account at (including any time distributions therefrom) for any reason whatsoeverwhatsoever (including for an alleged breach of any agreement with the Company or its related parties); provided, includinghowever, without limitationthat nothing herein shall serve to limit or prohibit (i) the Subscriber’s right to pursue a claim against the Company or for legal relief against assets held outside the Trust Account (including from and after the consummation of a transaction other than as contemplated by this document) or, for specific performance, injunctive or other equitable relief or (ii) any knowing claims that the Subscriber may have in the future against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and intentional any assets that have been purchased or acquired with any such funds). Subscriber acknowledges and agrees that such irrevocable waiver is material breach to this document and specifically relied upon by the Company to induce the Company to enter into this document, and such party further intends and understands such waiver to be valid, binding and enforceable against it and its related parties under applicable law. Subscriber agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscribed Shares pursuant to the Company’s organizational documents in connection with the Transaction or any other business combination, any subsequent liquidation of the Trust Account, the Company or otherwise. In the event Subscriber or any of its related parties have any claim against the Company in connection with, as a result of, relating to or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares, Subscriber and its related parties to this Agreement (or claimant on any of their behalves or in lieu of any of them) shall pursue such claim solely against the Company and its representations assets outside the Trust Account and not against the Trust Account or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants monies or other agreements set forth assets in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementTrust Account.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Fosun hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC NFC has established the trust account described therein Trust Account containing the proceeds of the NFC IPO and from certain private placements occurring simultaneously with the NFC IPO (the “Trust Account”including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders the holders of NFC Public Shares and that disbursements from certain other parties (including the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist underwriters of the cash proceeds NFC IPO). For and in consideration of SPAC’s initial public offering and private placements of its securitiesNFC entering into this Agreement, and that substantially all for other good and valuable consideration, the receipt and sufficiency of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no which are hereby acknowledged, Fosun hereby irrevocably waives any right, title title, interest or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect they have or may have in the future in or to claiming any right, title or interest monies in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, and waives any trustee of claim it has or may have as a result of, or arising out of, the Trust Account transactions contemplated by this Agreement and SPAC to collect from the Trust Account Ancillary Agreement and any monies that may be owed to them by SPAC discussions, contracts or any of its affiliates for any reason whatsoeveragreements with NFC, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, including, without limitation, for any knowing and intentional material breach by any of the parties that (a) nothing herein shall serve to limit or prohibit Fosun’s right to pursue a claim against NFC pursuant to this Agreement of or any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants Ancillary Agreement for legal relief against monies or other agreements set forth assets of NFC held outside the Trust Account, for specific performance or other equitable relief in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party connection with the knowledge transactions contemplated hereby (including a claim for NFC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash in the Trust Account after giving effect to the NFC Shareholder Redemption) and (b) nothing herein shall serve to limit or prohibit any claims that Fosun may have in the taking of future pursuant to this Agreement or any Ancillary Agreement against NFC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account other than pursuant to the NFC Shareholder Redemption and any assets that have been purchased or acquired with any such act or failure to take such act would cause a material breach of this Agreementfunds).

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders shareholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (i) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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”), (ii) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement againstof, any negotiations, contracts or agreements with the Company, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account at any time for any reason whatsoever, including, without limitation, whatsoever (including for any knowing and intentional material breach by any of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material an alleged breach of this Subscription Agreement); provided however, that nothing in this Section 8 shall be deemed to limit any Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated memorandum and articles of association in respect of any redemptions by Subscriber of its public Ordinary Shares of the Company acquired by any means other than pursuant to this Subscription Agreement. Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company to induce it to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. To the extent Subscriber 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, Subscriber hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber (or any party claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event Subscriber 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 Subscriber the associated legal fees and costs in connection with any such action, if the Company prevails in such action or proceeding.

Trust Account Waiver. Notwithstanding anything to Each of the contrary set forth herein, Sponsor acknowledges that it has read SPAC Holder Parties and the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporationon behalf of themselves and each of their respective subsidiaries, and understands each of their respective agents, representatives and any other person or entity acting on its and their behalf (collectively, “Related Parties”), hereby acknowledges that SPAC has established the a trust account described therein (the “Trust Account”) to hold the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (in each case, including any interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders and that disbursements from certain other parties. For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the Trust Account receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist hereby acknowledged, each of the cash proceeds of SPAC Holder Parties, the Company and SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no right, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (on behalf of itself and its affiliates) Related Parties, hereby waives any pastagrees that it shall not, present or future claim of any kind (including in connection with respect this Agreement, seek to claiming enforce any right, title or interest in respect or to, or initiate any action, claim, suit or proceeding of such Trust Account) arising out of this Agreement any kind against, the assets held in the Trust Account or the trustee thereof. SPAC hereby acknowledges that any such claim that any of the SPAC Holder Parties, the Company or their Affiliates may have arising at any time prior to the consummation of the Merger is not waived or released pursuant to this paragraph but may be preserved and initiated against SPAC at any right to accesstime after the consummation of the Merger, and that nothing in this paragraph shall preclude any claims by any of the SPAC Holder Parties, the Company or any of their Related Parties against (a) SPAC seeking recourse against any assets of SPAC other than the Trust Account, any trustee of the Trust Account and or (b) assets released to SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against upon the Trust Account at any time for any reason whatsoever, including, without limitation, for any knowing and intentional material breach by any consummation of the parties to this Agreement of Merger. This Section 3.12 shall survive any of its representations expiration or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach termination of this Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (i) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, in each case, to the extent such claim arises as a result of, in connection with or relating in any way to 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”), (ii) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement againstSubscription Agreement, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account at any time for any reason whatsoeverReleased Claim; provided however, including, without limitation, for that nothing in this Section 7 shall be deemed to limit any knowing Subscriber’s right to distributions or redemptions from the Trust Account in accordance with the Company’s amended and intentional material breach restated certificate of incorporation in respect of any redemptions by Subscriber of its shares of public Common Stock of the Company currently outstanding on the date hereof and acquired by any means other than pursuant to this Subscription Agreement. Subscriber agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Notes regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscribed Notes pursuant to the Company’s organizational documents in connection with the Transaction or any other business combination, any subsequent liquidation of the parties to this Agreement of any of its representations Trust Account, the Company or warranties otherwise, except as set forth in the Indenture. In the event Subscriber has any claim against the Company as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Notes, it shall pursue such party’s material breach of claim solely against the Company and its assets outside the Trust Account and not against the Trust Account or any of its covenants monies or other agreements set forth assets in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementTrust Account.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Issuer has established the a trust account described therein containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein). Sponsor further acknowledges and Subscriber agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor (i) it has no right, title title, interest or interest claim of any kind in or to any monies held in the Trust Account Account, and the monies that may now (ii) it shall have no right of set-off or in the future be deposited therein. Accordinglyany right, Sponsor (on behalf of itself and its affiliates) hereby waives any pasttitle, present interest or future claim of any kind (including with respect “Claim”) to, or to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to accessmonies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any trustee Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 22 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and SPAC not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to collect from this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account any monies that may be owed to them by SPAC or distributions therefrom or any of its affiliates for any reason whatsoeverthe Issuer’s stockholders, and will not seek recourse against whether in the Trust Account at any time for any reason whatsoeverform of monetary damages or injunctive relief, including, without limitation, for any knowing and intentional material breach by any of Subscriber shall be obligated to pay to the parties to this Agreement of any Issuer all of its representations or warranties as set forth legal fees and costs in this Agreement, or connection with any such party’s material breach of any of its covenants or other agreements set forth action in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge event that the taking of Issuer prevails in such act action or failure to take such act would cause a material breach of this Agreementproceeding.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (a) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, in each case arising out of or as a result of, in connection with or relating in any way to this Subscription Agreement and the transactions contemplated by this Subscription Agreement, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Subscription Agreement againstand the transactions contemplated by this Subscription Agreement, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (c) will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, includinghowever, without limitation, for that nothing in this Section 8 shall be deemed to limit any knowing Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and intentional material breach restated certificate of incorporation in respect of shares of Class A Common Shares of the Company acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (i) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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”), (ii) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement againstof, any negotiations, contracts or agreements with the Company, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account at any time for any reason whatsoever; provided however, including, without limitationthat nothing in this Section 7 (x) shall serve to limit or prohibit the Subscriber’s right to pursue a claim against Company for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (y) shall serve to limit or prohibit any knowing claims that the Subscriber may have in the future against Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and intentional material breach any assets that have been purchased or acquired with any such funds) or (z) shall be deemed to limit any Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Common Stock of the Company acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the contrary set forth hereinservices of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, Sponsor memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, Prospectus and understands that SPAC the Company has established the trust account described therein (the “Trust Account”, initially in the amount of $150,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of SPAC’s public stockholders the Public Stockholders and that disbursements that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account are available only (i) to the Public Stockholders in the limited circumstances event they elect to redeem shares of Common Stock obtained in the Public Securities in connection with the consummation of a Business Combination, (ii) to the Public Stockholders if the Company fails to consummate a Business Combination within the time period set forth therein. Sponsor further acknowledges in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that SPAC’s sole assets consist it does not have any right, title, interest or claim of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited any kind in or any monies in the Trust Account for the benefit of its public stockholders (“Claim”) and that Sponsor has no right, title or interest of waives any kind in the Trust Account and the monies that Claim it may now or have in the future be deposited therein. Accordinglyas a result, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Accountof, any trustee of negotiations, contracts or agreements with the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, Company and will not seek recourse against the Trust Account at any time for any reason whatsoever, including, without limitation, for any knowing . The foregoing letters shall substantially be in the form attached hereto as Exhibits A and intentional material breach by any of B respectively. The Company may forego obtaining such waivers only if the parties to this Agreement of any Company shall have received the approval of its representations or warranties as set forth in this Agreement, or such party’s material breach Chief Executive Officer and the approving vote of any at least a majority of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking Board of such act or failure to take such act would cause a material breach of this AgreementDirectors.

Trust Account Waiver. Notwithstanding anything Reference is made to the contrary set forth herein, Sponsor acknowledges that it has read the publicly filed final prospectus of SPACARYA, including filed with the form of investment management trust agreementSEC on February 25, by 2021 (the “Prospectus”). Each Amber Entity acknowledges and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, agrees and understands that SPAC ARYA has established the trust account described therein Trust Account, which contains the proceeds of its initial public offering (the “Trust AccountIPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACARYA’s public stockholders shareholders (including overallotment shares acquired by ARYA’s underwriters, the “Public Shareholders”), and that disbursements ARYA may disburse monies from the Trust Account are available only in the limited express circumstances set forth thereindescribed in the Prospectus. Sponsor further acknowledges For and agrees that SPAC’s sole assets consist in consideration of the cash proceeds of SPAC’s initial public offering and private placements of its securitiesARYA entering into this Agreement, and that substantially all for other good and valuable consideration, the receipt and sufficiency of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no rightwhich is hereby acknowledged, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (each Amber Entity hereby agrees on behalf of itself and its affiliates) hereby waives Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of the Amber Entities or any pastof their respective Representatives does now or shall at any time hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest monies in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from or distributions therefrom, or make any claim against the Trust Account (including any monies that may be owed to them by SPAC 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 ARYA or any of its affiliates for Representatives, on the one hand, and, each Amber Entity or any reason whatsoeverof 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 “Trust Account Released Claims”). Each Amber Entity, on its own behalf and on behalf of its Representatives, hereby irrevocably waives any Trust Account Released Claims that it or any of its Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, or Contracts with ARYA or its Representatives and will not seek recourse against the Trust Account at (including any time distributions therefrom) for any reason whatsoever, including, without limitation, whatsoever (including for any knowing and intentional material breach by any of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material an alleged breach of any of agreement with ARYA or its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementAffiliates).

Trust Account Waiver. Notwithstanding anything Subscriber hereby acknowledges that, as described in the Company’s prospectus relating to its initial public offering (the contrary set forth herein“IPO”) dated August 3, Sponsor acknowledges that it has read 2021 available at wxx.xxx.xxx, the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securitiesCompany, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no rightcertain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, title or interest and for other good and valuable consideration, the receipt and sufficiency of any kind in the Trust Account and the monies that may now or in the future be deposited therein. Accordinglywhich are hereby acknowledged, Sponsor (Subscriber, on behalf of itself and its affiliates, hereby (a) hereby waives agrees that it does not now and shall not at any pasttime hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest assets held in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, and shall not make any trustee claim against the Trust Account, arising out or as a result of, in connection with or relating in any way to this Subscription Agreement, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and SPAC to collect from now or in the Trust Account any monies that may be owed to them by SPAC future as a result of, or any of its affiliates for any reason whatsoeverarising out of, this Subscription Agreement, and (c) agrees that it will not seek recourse against the Trust Account at as a result of, in connection with or relating in any time way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Company to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any action or proceeding 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, Subscriber hereby acknowledges and agrees that such claim shall not permit Subscriber (or any person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 7 shall be deemed to limit (i) Subscriber’s right to pursue a claim against the Company for legal relief against assets held outside the Trust Account or for specific performance or other equitable relief, (ii) any reason whatsoever, including, without limitation, for claims that Subscriber may have in the future against the Company’s assets that are not held in the Trust Account or (iii) Subscriber’s right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any knowing and intentional material breach redemptions by Subscriber in respect of Class A Common Stock acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth Subscription Agreement. Notwithstanding anything in this AgreementSubscription Agreement to the contrary, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach provisions of this Section 7 shall survive termination of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC has established the a trust account described therein containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein). Sponsor further acknowledges and Subscriber agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor (i) it has no right, title title, interest or interest claim of any kind in or to any monies held in the Trust Account Account, and the monies that may now (ii) it shall have no right of set-off or in the future be deposited therein. Accordinglyany right, Sponsor (on behalf of itself and its affiliates) hereby waives any pasttitle, present interest or future claim of any kind (including with respect “Claim”) to, or to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to accessmonies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any trustee Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the SPAC, including, but not limited to, any redemption right with respect to any such securities of the SPAC. In the event any of the Subscriber has any Claim against the SPAC under this Subscription Agreement, the Subscriber shall pursue such Claim solely against the SPAC and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the SPAC to collect from induce the SPAC to enter into this Subscription Agreement and each of the Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event the Subscriber, in connection with this Subscription Agreement, commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account any monies that may be owed to them by SPAC or distributions therefrom or any of its affiliates for any reason whatsoeverthe SPAC’s stockholders, and will not seek recourse against whether in the Trust Account at any time for any reason whatsoeverform of monetary damages or injunctive relief, including, without limitation, for any knowing and intentional material breach by any of Subscriber shall be obligated to pay to the parties to this Agreement of any SPAC all of its representations or warranties as set forth legal fees and costs in this Agreement, or connection with any such party’s material breach of any of its covenants or other agreements set forth action in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge event that the taking of SPAC prevails in such act action or failure to take such act would cause a material breach of this Agreementproceeding.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor acknowledges The Subscriber hereby represents and warrants that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, Prospectus and understands that SPAC the Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that disbursements that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account are available only only: (a) to the Public Stockholders in the limited circumstances set forth thereinevent they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus, the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within 24 months after the closing of the IPO, which is subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise and income tax obligations and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. Sponsor further For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber hereby waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies held in the Trust Account, and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. To the extent the Subscriber commences any action or proceeding based upon, in connection with, as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Shares, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, the Subscriber hereby acknowledges and agrees that SPACthe Subscriber’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no right, title or interest of any kind in the Trust Account and the monies that may now or in the future remedy shall be deposited therein. Accordingly, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee against funds held outside of the Trust Account and SPAC to collect from that such claim shall not permit the Trust Account any monies that may be owed to them by SPAC Subscriber (or any person claiming on its behalf or in lieu of its affiliates for it) to have any reason whatsoever, and will not seek recourse claim against the Trust Account at (including any time for distributions therefrom) or any reason whatsoeveramounts contained therein. Notwithstanding anything else in this Section 8 to the contrary, includingnothing herein shall be deemed to limit the Subscriber’s right, without limitationtitle, for any knowing and intentional material breach interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementCompany.

Trust Account Waiver. Notwithstanding anything Subscriber hereby acknowledges that, as described in the Company’s prospectus relating to its initial public offering (the contrary set forth herein“IPO”) dated July 16, Sponsor acknowledges that it has read 2020 available at wxx.xxx.xxx, the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securitiesCompany, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that Sponsor has no it does not now and shall not at any time hereafter have any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, arising out or as a result of, in connection with or relating in any way to this Subscription Agreement, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of of, this Agreement againstSubscription Agreement, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (c) will not seek recourse against the Trust Account at as a result of, in connection with or relating in any time for way to this Subscription Agreement; provided, however, that nothing in this Section 7 shall be deemed to limit any reason whatsoever, including, without limitation, for Subscriber’s right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any knowing and intentional material breach redemptions by Subscriber in respect of Common Stock acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (a) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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”), (ii) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement againstof, any negotiations, contracts or agreements with the Company, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, includinghowever, without limitation, for that nothing in this Section 7 shall be deemed to limit any knowing Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and intentional material breach restated memorandum and articles of association in respect of Class A Ordinary Shares of the Company acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor acknowledges The Subscriber hereby represents and warrants that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, Prospectus and understands and acknowledges that SPAC the Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders (including persons and that disbursements entities holding overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account are available only only: (a) to the Public Stockholders in the limited circumstances set forth thereinevent they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus, the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within 24 months after the closing of the IPO, which is subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise and income tax obligations and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. Sponsor further For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Subscriber hereby waives any and all right, title and interest, or any claim of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies held in the Trust Account, and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. To the extent the Subscriber commences any action, suit, claim or other proceeding based upon, in connection with, as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Shares, which action, suit, claim or other proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, the Subscriber hereby acknowledges and agrees that SPACthe Subscriber’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no right, title or interest of any kind in the Trust Account and the monies that may now or in the future remedy shall be deposited therein. Accordingly, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee against funds held outside of the Trust Account and SPAC to collect from that such claim shall not permit the Trust Account any monies that may be owed to them by SPAC Subscriber (or any person claiming on its behalf or in lieu of its affiliates for it) to have any reason whatsoever, and will not seek recourse claim against the Trust Account at (including any time for distributions therefrom) or any reason whatsoeveramounts contained therein. Notwithstanding anything else in this Section 8 to the contrary, includingnothing herein shall be deemed to limit the Subscriber’s right, without limitationtitle, for any knowing and intentional material breach interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementCompany.

Trust Account Waiver. Notwithstanding anything Reference is made to the contrary set forth herein, Sponsor acknowledges that it has read the publicly filed final prospectus of SPACFLAC, including filed with the form of investment management trust agreementSEC (File No. 333-250858) on December 10, by and between SPAC and Continental Stock Transfer & Trust Company2020 (the “Prospectus”). The Company acknowledges, a New York corporation, agrees and understands that SPAC FLAC has established a Trust Account containing the trust account described therein proceeds of its IPO and from certain private placements occurring simultaneously with the IPO, including interest accrued from time to time thereon (the “Trust Account”) for the benefit of SPACpublic shareholders of FLAC (including overallotment shares acquired by FLAC’s public stockholders underwriters, the “Public Shareholders”), and that disbursements FLAC may disburse monies from the Trust Account are available only in the limited express circumstances set forth thereindescribed in the Prospectus. Sponsor further acknowledges For and agrees that SPAC’s sole assets consist in consideration of FLAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the cash proceeds of SPAC’s initial public offering and private placements of its securitiesCompany, Holdco, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no right, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (Merger Sub hereby agrees on behalf of itself and its affiliates) hereby waives respective Representatives that, notwithstanding anything to the contrary in this Agreement, none of the Company, Holdco, Merger Sub or their respective Representatives does now or shall at any pasttime hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest monies in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from or distributions therefrom, or make any claim against the Trust Account (including any monies that may be owed to them by SPAC 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 FLAC or any of its affiliates for Representatives, on the one hand, and the Company, Holdco, Merger Sub or any reason whatsoeverof 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 “Trust Account Released Claims”). Each of the Company, Holdco and Merger Sub, on behalf of itself and its respective Representatives, hereby irrevocably waives any Trust Account Released Claims that the Company, Holdco, Merger Sub or any of their Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, or Contracts with FLAC or its Representatives and will not seek recourse against the Trust Account at (including any time distributions therefrom) for any reason whatsoever, including, without limitation, whatsoever (including for any knowing and intentional material breach by any of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material an alleged breach of any agreement with FLAC or its Affiliates), other than for the release of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with proceeds from the knowledge that Trust Account upon the taking consummation of such act or failure to take such act would cause a material breach of this Agreement.the Merger. * * * * *

Trust Account Waiver. Notwithstanding anything Reference is made to the contrary set forth herein, Sponsor acknowledges that it has read the publicly filed final prospectus of SPACPathfinder, including filed with the form of investment management trust agreementSEC (File No. 333-252498) on February 16, by 2021 (the “Prospectus”). The Shareholders and between SPAC the Company each acknowledges and Continental Stock Transfer & Trust Company, a New York corporation, agrees and understands that SPAC Pathfinder has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering and from certain private placements occurring simultaneously with such initial public offering (including interest accrued from time to time thereon) for the benefit of SPACthe public shareholders of Pathfinder’s public stockholders Class A ordinary shares (the “Pathfinder Shareholders”), and that disbursements Pathfinder may disburse monies from the Trust Account are available only in the limited express circumstances set forth thereindescribed in the Prospectus. Sponsor further acknowledges For and in consideration of Pathfinder entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Shareholders and the Company each hereby agrees that SPAC’s sole assets consist that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of the cash proceeds Shareholders nor the Company does now or shall at any time hereafter have any right, title, interest or claim of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited any kind in or to any monies in the Trust Account for the benefit of its public stockholders and that Sponsor has no rightor distributions therefrom, title or interest of make any kind in claim against the Trust Account (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 Pathfinder or any of its representatives, on the one hand, and the monies Shareholders or the Company, 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 “Trust Account Released Claims”). Each of the Shareholders and the Company hereby irrevocably waives any Trust Account Released Claims that it may have against the Trust Account (including any distributions therefrom) now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Accountof, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC negotiations, or any of contracts with Pathfinder or its affiliates for any reason whatsoever, representatives and will not seek recourse against the Trust Account at (including any time distributions therefrom) for any reason whatsoever, including, without limitation, whatsoever (including for any knowing and intentional material breach by any of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material an alleged breach of any of agreement with Pathfinder or its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementAffiliates).

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s the public stockholders shareholders of the Company and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (i) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements it nor any of its securitiesrelated parties does not now and shall not at any time hereafter have any right, and that substantially all title, interest or claim of these proceeds have been deposited any kind in or to any assets held in the Trust Account for the benefit of its public stockholders or distributions therefrom, and that Sponsor has no right, title or interest of shall not make any kind in claim against the Trust Account (including any distributions therefrom), in each case, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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 monies “Released Claims”) and (ii) irrevocably waives any Released Claims that it or any of its related parties may have against the Trust Account (including any distributions therefrom) now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Accountof, any trustee of negotiations, contracts or agreements with the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, Company and will not seek recourse against the Trust Account at (including any time distributions therefrom) for any reason whatsoeverwhatsoever (including for an alleged breach of any agreement with the Company or its related parties); provided, includinghowever, without limitationthat nothing herein shall serve to limit or prohibit Glencore’s right to pursue a claim against the Company or for legal relief against assets held outside the Trust Account (including from and after the consummation of a transaction other than as contemplated by this document) or for specific performance, for injunctive or other equitable relief in connection with the consummation of the Transaction so long as such claim would not affect the Company’s ability to fulfil its obligation to effectuate the Buyer Guarantor Shareholder Redemptions (as defined in the Share Sale Agreement). Subscriber acknowledges and agrees that such irrevocable waiver is material to this document and specifically relied upon by the Company to induce the Company to enter into this document, and such party further intends and understands such waiver to be valid, binding and enforceable against it and its related parties under applicable law. Subscriber agrees not to seek recourse or make or bring any knowing action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber acknowledges and intentional material breach by agrees that it shall not have any redemption rights with respect to the Subscribed Shares pursuant to the Company’s organizational documents in connection with the Transaction or any other business combination, any subsequent liquidation of the Trust Account, the Company or otherwise. In the event Subscriber or any of its related parties have any claim against the Company in connection with, as a result of, relating to or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares, Subscriber and its related parties to this Agreement (or claimant on any of their behalves or in lieu of any of them) shall pursue such claim solely against the Company and its representations assets outside the Trust Account and not against the Trust Account or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants monies or other agreements set forth assets in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementTrust Account.

Trust Account Waiver. Notwithstanding anything Subscriber hereby acknowledges that, as described in the Company’s prospectus relating to its initial public offering (the contrary set forth herein“IPO”) dated February 4, Sponsor acknowledges that it has read 2021 available at xxx.xxx.xxx, the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s the Company, its public stockholders and that disbursements certain other parties (including the underwriters of the IPO), and that, except as otherwise described in such prospectus, the Company may disburse monies from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of to (x) its public stockholders and that Sponsor has no right, title or interest of any kind in the Trust Account event they elect to have their shares of Class A Common Stock redeemed for cash in connection with the consummation of the Company’s initial business combination, an amendment to its certificate of incorporation to extend the deadline by which the Company must consummate its initial business combination, or the Company’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) the Company after or concurrently with the consummation of its initial business combination. For and in consideration of the monies that may now or in Company entering into this Subscription Agreement, and for other good and valuable consideration, the future be deposited therein. Accordinglyreceipt and sufficiency of which are hereby acknowledged, Sponsor (Subscriber, on behalf of itself and its affiliates, hereby (a) hereby waives agrees that it does not now and shall not at any pasttime hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest assets held in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, and shall not make any trustee claim against the Trust Account, arising out or as a result of, in connection with or relating in any way to this Subscription Agreement, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and SPAC to collect from now or in the Trust Account any monies that may be owed to them by SPAC future as a result of, or any of its affiliates for any reason whatsoeverarising out of, this Subscription Agreement, and (c) will not seek recourse against the Trust Account at as a result of, in connection with or relating in any time for way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Company to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any reason whatsoeveraction or proceeding based upon, includingin connection with, without limitationrelating to or arising out of any matter relating to the Company or its Representatives, for which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber (or any knowing and intentional material breach person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any redemptions by Subscriber in respect of Class A Common Stock acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth Subscription Agreement. Notwithstanding anything in this AgreementSubscription Agreement to the contrary, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach provisions of this Section 7 shall survive termination of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything Subscriber hereby acknowledges that, as described in the Company’s prospectus relating to its initial public offering (the contrary set forth herein“IPO”) dated May 20, Sponsor acknowledges that it has read 2021 available at xxx.xxx.xxx, the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s the Company, its public stockholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (a) agrees that SPAC’s sole assets consist it does not now and shall not at any time hereafter have any right, title, interest or claim of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited any kind in or to any monies held in the Trust Account for or any distributions or payments therefrom, or upon the benefit release to the Company of its public stockholders and that Sponsor has no right, title or interest of any kind the funds held in the Trust Account upon consummation of the Closing and shall not make any claim against the monies Trust Account, arising out or as a result of, in connection with or relating in any way to this Subscription Agreement, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of of, this Agreement againstSubscription Agreement, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (c) will not seek recourse against the Trust Account at as a result of, in connection with or relating in any time way to this Subscription Agreement; provided, however, that nothing in this Section 7 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company for legal relief against assets, monies or other properties of the Company held outside the Trust Account (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any reason whatsoever, including, without limitationredemption right with respect to any securities of the Company), for specific performance or other equitable relief, (ii) serve to limit or prohibit any knowing claims that the Subscriber may have in the future against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and intentional material breach any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company) or (iii) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s Certificate of Incorporation in respect of any redemptions by Subscriber in respect of Common Stock acquired by any means other than pursuant to this Subscription Agreement or any other rights held as an stockholder of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementCompany.

Trust Account Waiver. Notwithstanding anything Reference is made to the contrary set forth hereinfinal prospectus of MTech, Sponsor acknowledges dated as of January 29, 2018 and filed with the SEC (File No. 333-221957) on January 29, 2018 (the “Prospectus”). The undersigned hereby represents and warrants that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, Prospectus and understands that SPAC MTech has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACMTech’s public stockholders (including overallotment shares acquired by MTech’s underwriters, and that disbursements any shares issued by Pubco in exchange for any of the foregoing shares pursuant to the Transaction, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, MTech may disburse monies from the Trust Account are available only only: (a) to the Public Stockholders in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPACevent they elect to redeem their MTech shares in connection with the consummation of MTech’s sole assets consist 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 Business Combination, (b) to the Public Stockholders if MTech fails to consummate a Business Combination within eighteen (18) months after the closing of the cash proceeds of SPAC’s initial public offering and private placements of its securitiesIPO, and that substantially all of these proceeds have been deposited (c) with respect to any interest earned on the amounts held in the Trust Account Account, as necessary to pay any franchise or income taxes and up to $15,000 in liquidation expenses, or (d) to MTech after or concurrently with the consummation of a Business Combination. For and in consideration of the Company and Pubco entering into this Subscription Agreement, and for other good and valuable consideration, the benefit receipt and sufficiency of its public stockholders and that Sponsor has no rightwhich is hereby acknowledged, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (undersigned hereby agrees on behalf of itself and its affiliates) hereby waives affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither the undersigned nor any pastof its affiliates do now or shall at any time hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest monies in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from or distributions therefrom, or make any claim against the Trust Account (including any monies distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between MTech, Pubco or their respective Representatives, on the one hand, and the undersigned or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The undersigned on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that may be owed to them by SPAC the undersigned or any of its affiliates for may have against the Trust Account (including any reason whatsoeverdistributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with MTech, Pubco or their respective Representatives and will not seek recourse against the Trust Account at (including any time distributions therefrom) for any reason whatsoeverwhatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with MTech, includingPubco or their respective affiliates). The undersigned agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by MTech, without limitationPubco, for any knowing and intentional material breach by their respective affiliates to induce the Company and Pubco to enter in this Subscription Agreement, and the undersigned further intends and understands such waiver to be valid, binding and enforceable against the undersigned and each of its affiliates under applicable law. To the extent the undersigned 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 MTech, Pubco or their respective Representatives, which proceeding seeks, in whole or in part, monetary relief against MTech, Pubco or their respective Representatives, the parties to this Agreement undersigned hereby acknowledges and agrees that the undersigned’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the undersigned or its affiliates (or any person claiming on any of their behalves or in lieu of any of its representations them) to have any claim against the Trust Account (including any distributions therefrom) or warranties as set forth in this Agreement, any amounts contained therein. In the event the undersigned or such party’s material breach of any of its covenants affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to MTech, 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, MTech, Pubco and their respective Representatives, as applicable, shall be entitled to recover from the undersigned and its affiliates the associated legal fees and costs in connection with any such action in the event MTech, Pubco or their respective Representatives, as applicable, prevails in such action or proceeding. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other agreements set forth representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach provisions of this AgreementSection 9 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. Notwithstanding anything to the contrary set forth hereinEach of Seller Representative, Sponsor FoA and Subscriber acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Issuer has established the a trust account described therein containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”) for the benefit ). Each of SPAC’s public stockholders Seller Representative, FoA and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and Subscriber agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor (i) it has no right, title title, interest or interest claim of any kind in or to any monies held in the Trust Account Account, and the monies that may now (ii) it shall have no right of set-off or in the future be deposited therein. Accordinglyany right, Sponsor (on behalf of itself and its affiliates) hereby waives any pasttitle, present interest or future claim of any kind (including with respect “Claim”) to, or to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to accessmonies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any trustee Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Issuer. In the event Seller Representative, FoA or Subscriber has any Claim against the Issuer under this Subscription Agreement, each of Seller Representative, FoA or Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and SPAC not against the property or any monies in the Trust Account. Each of Seller Representative, FoA and Subscriber agrees and acknowledges that such waiver is material to collect from this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and each of Seller Representative, FoA and Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event Seller Representative, FoA or Subscriber, in connection with this Subscription Agreement, commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account any monies that may be owed to them by SPAC or distributions therefrom or any of its affiliates for any reason whatsoeverthe Issuer’s stockholders, and will not seek recourse against whether in the Trust Account at any time for any reason whatsoeverform of monetary damages or injunctive relief, includingSeller Representative, without limitationFoA or Subscriber, for any knowing and intentional material breach by any of as applicable, shall be obligated to pay to the parties to this Agreement of any Issuer all of its representations or warranties as set forth legal fees and costs in this Agreement, or connection with any such party’s material breach of any of its covenants or other agreements set forth action in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge event that the taking of Issuer prevails in such act action or failure to take such act would cause a material breach of this Agreementproceeding.

Trust Account Waiver. Notwithstanding anything Subscriber hereby acknowledges that, as described in Pyrophyte’s prospectus relating to the contrary set forth hereinits IPO dated October 26, Sponsor acknowledges that it has read the publicly filed prospectus of SPAC2021 available at xxx.xxx.xxx, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Pyrophyte has established the a trust account described therein (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s Pyrophyte, its public stockholders shareholders and that disbursements certain other parties (including the underwriters of the IPO), and that, except as otherwise described in such prospectus, Pyrophyte may disburse monies from the Trust Account are available only to (x) its public shareholders in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist event they elect to have their Pyrophyte Class A Ordinary Shares redeemed for cash in connection with the consummation of the cash proceeds of SPACPyrophyte’s initial public offering business combination, an amendment to its amended and private placements restated memorandum and articles of association to extend the deadline by which Pyrophyte must consummate its initial business combination, or Pyrophyte’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) Pyrophyte after or concurrently with the consummation of its securitiesinitial business combination. For and in consideration of Pyrophyte entering into this Subscription Agreement, and that substantially all for other good and valuable consideration, the receipt and sufficiency of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no rightwhich are hereby acknowledged, title or interest of any kind in the Trust Account and the monies that may now or in the future be deposited therein. AccordinglySubscriber, Sponsor (on behalf of itself and its affiliates, hereby (a) hereby waives agrees that it does not now and shall not at any pasttime hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest assets held in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, and shall not make any trustee claim against the Trust Account, arising out or as a result of, in connection with or relating in any way to this Subscription Agreement, 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”), (b) irrevocably waives any Released Claims that it may have against the Trust Account and SPAC to collect from now or in the Trust Account any monies that may be owed to them by SPAC future as a result of, or any of its affiliates for any reason whatsoeverarising out of, this Subscription Agreement, and (c) will not seek recourse against the Trust Account at as a result of, in connection with or relating in any time way to this Subscription Agreement; provided, however, that nothing in this Section 9 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against Pyrophyte for legal relief against assets held outside the Trust Account (so long as such claim would not affect Pyrophyte’s ability to fulfill its obligation to effectuate any reason whatsoever, including, without limitationredemption right with respect to any securities of Pyrophyte), for specific performance or other equitable relief, (ii) serve to limit or prohibit any knowing claims that the Subscriber may have in the future against Pyrophyte’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and intentional material breach any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect Pyrophyte’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of Pyrophyte) or (iii) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with Pyrophyte’s amended and restated memorandum and articles of association in respect of any redemptions by Subscriber in respect of Pyrophyte Class A Ordinary Shares acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to Pyrophyte to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. Notwithstanding anything in this AgreementSubscription Agreement to the contrary, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach provisions of this Section 9 shall survive termination of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor The Investor hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Alpha has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACAlpha’s public stockholders and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of Alpha entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in hereby acknowledged, the limited circumstances set forth therein. Sponsor further acknowledges and Investor hereby agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to 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”). The Investor hereby irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Accountof, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC discussions, contracts or any of its affiliates for any reason whatsoever, agreements with Alpha and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, includinghowever, without limitation, for that nothing in this Section 9 of this Subscription Agreement shall be deemed to limit the Investor’s right to distributions from the Trust Account in accordance with Alpha’s certificate of incorporation in respect of any knowing and intentional material breach redemptions by the Investor in respect of Shares acquired by any of the parties means other than pursuant to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby irrevocably waives any and all right, title, interest or claim of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies held in the Trust Account, and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided however, that disbursements nothing in this Section 7 shall be deemed to limit any Subscriber’s right to distributions from the Trust Account are available only in accordance with the Company’s amended and restated certificate of incorporation in respect of Common Stock of the Company acquired by any means other than pursuant to this Subscription Agreement, or shall serve to limit or prohibit the Subscriber’s right to pursue a claim against the Company for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, or shall serve to limit or prohibit any claims that the Subscriber may have in the limited circumstances set forth therein. Sponsor further acknowledges and agrees future against Company’s assets or funds that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited are not held in the Trust Account for the benefit of its public stockholders and (including any funds that Sponsor has no right, title or interest of any kind in have been released from the Trust Account and the monies any assets that may now have been purchased or in the future be deposited therein. Accordingly, Sponsor (on behalf of itself and its affiliates) hereby waives acquired with any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever, including, without limitation, for any knowing and intentional material breach by any of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Agreementfunds).

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Sponsor Subscriber hereby acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s the public stockholders shareholders of the Company and that disbursements from certain other parties (including the Trust Account underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are available only in the limited circumstances set forth therein. Sponsor further acknowledges and hereby acknowledged, Subscriber hereby (i) agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering it does not now and private placements of its securities, and that substantially all of these proceeds shall not at any time hereafter have been deposited in the Trust Account for the benefit of its public stockholders and that Sponsor has no any right, title title, interest or interest claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, in each case, to the extent such claim arises as a result of, in connection with or relating in any way to 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”), (ii) irrevocably waives any Released Claims that it may have against the Trust Account and the monies that may now or in the future be deposited therein. Accordinglyas a result of, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of this Agreement againstof, any negotiations, contracts or agreements with the Company, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account at any time for any reason whatsoever; provided however, including, without limitation, for that nothing in this Section 8 shall be deemed to limit any knowing Subscriber’s right to distributions or redemptions from the Trust Account in accordance with the Company’s amended and intentional material breach restated memorandum and articles of association in respect of any redemptions by Subscriber of its Class A Shares currently outstanding on the date hereof and acquired by any means other than pursuant to this Subscription Agreement. Subscriber agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby, the Subscribed Shares or the Private Placement Warrants regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscribed Shares or the Private Placement Warrants pursuant to the Company’s organizational documents in connection with the Transaction or any other business combination, any subsequent liquidation of the parties to Trust Account, the Company or otherwise. In the event Subscriber has any claim against the Company as a result of, or arising out of, this Agreement of any of its representations or warranties as set forth in this Subscription Agreement, the transactions contemplated hereby, the Subscribed Shares or the Private Placement Warrants, it shall pursue such party’s material breach of claim solely against the Company and its assets outside the Trust Account and not against the Trust Account or any of its covenants monies or other agreements set forth assets in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this AgreementTrust Account.

Trust Account Waiver. Notwithstanding anything Reference is made to the contrary set forth herein, Sponsor acknowledges that it has read the publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and Prospectus. The Investor understands that SPAC the Company has established the a trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders shareholders (the “Public Shareholders”) and that disbursements certain other parties (including the underwriters of the IPO) and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account are available only only: (a) to the Public Shareholders in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist event they elect to redeem their shares in connection with the consummation of the cash proceeds of SPACCompany’s initial public offering and private placements business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its securitiesdeadline to consummate a Business Combination, and that substantially all (b) to the Public Shareholders if the Company fails to consummate a Business Combination within fifteen (15) months after the closing of these proceeds have been deposited the IPO, subject to extension as described in the Prospectus or by an amendment to its organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to the benefit Company after or concurrently with the consummation of its public stockholders a Business Combination. For and that Sponsor has no rightin consideration of the Company’s entry into this Subscription Agreement, title or interest and for other good and valuable consideration, the receipt and sufficiency of any kind in which are hereby acknowledged, the Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Sponsor (Investor hereby agrees on behalf of itself and its affiliates) hereby waives affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither the Investor nor any pastof its affiliates do now or shall at any time hereafter have any right, present title, interest or future claim of any kind (including with respect in or to claiming any right, title or interest monies in respect of such Trust Account) arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC or distributions therefrom, or to collect from make any claim against the Trust Account (including any monies distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and the Investor or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Investor on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that may be owed to them by SPAC the Investor or any of its affiliates for may have against the Trust Account (including any reason whatsoeverdistributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company or its representatives and will not seek recourse against the Trust Account at (including any time distributions therefrom) for any reason whatsoeverwhatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). The Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, includingand the Investor further intends and understands such waiver to be valid, without limitation, for any knowing binding and intentional material breach by enforceable against the Investor and each of its affiliates under applicable law. To the extent the Investor 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 parties to this Agreement 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 the Investor’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Investor or its affiliates (or any person claiming on any of their behalf or in lieu of any of its representations them) to have any claim against the Trust Account (including any distributions therefrom) or warranties as set forth in this Agreement, any amounts contained therein. In the event the Investor or such party’s material breach of any of its covenants affiliates commences any action or proceeding 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 Shareholders, 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 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 or proceeding. Notwithstanding the foregoing, this Section 10 shall not affect any rights of the Investor or its affiliates to receive distributions from the Trust Account in their capacities as Public Shareholders upon the redemption of their shares or the liquidation of the Company if it does not consummate a Business Combination prior to its deadline to do so. For purposes of this Subscription Agreement, “representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other agreements set forth representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach provisions of this AgreementSection 10 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.