Common use of Trust Account Waiver Clause in Contracts

Trust Account Waiver. Subscriber hereby acknowledges that as described in the Company’s prospectus relating to its initial public offering dated November 3, 2021, the Company has established a trust account (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 Company’s public stockholders and 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 it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to any Released Claims; provided, however, that nothing in this Section 6 shall (x) 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Subscriber hereby The Investor acknowledges that NextGen is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving NextGen and one or more businesses or assets. The Investor further acknowledges that, as described in the CompanyNextGen’s prospectus relating to its initial public offering dated November 3October 6, 20212020 (the “IPO Prospectus”) available at xxx.xxx.xxx, substantially all of NextGen’s assets consist of the Company has established cash proceeds of NextGen’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s NextGen, its public stockholders shareholders and the underwriters underwriter of NextGen’s initial public offering. Except with respect to interest earned on the IPOfunds held in the Trust Account that may be released to NextGen to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the IPO Prospectus. For and in consideration of the Company NextGen entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Investor hereby (a) agrees that it does not now irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind it has or may have in the future, in or to any assets monies held in the Trust Account or distributions therefromAccount, and shall agrees not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to any Released ClaimsAgreement; provided, however, provided that nothing in this Section 6 9 shall (x) serve to limit or prohibit Subscriberthe Investor’s right to pursue a claim against the Company NextGen for legal relief against assets held outside the Trust Account (so long as such claim would not affect the CompanyNextGen’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the CompanyNextGen), for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that Subscriber the Investor may have in the future against the CompanyNextGen’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) (so long as such claim would not affect the CompanyNextGen’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the CompanyNextGen) or (z) be deemed to limit Subscriberthe Investor’s right right, title, interest or claim to distributions from the Trust Account in accordance with by virtue of the CompanyInvestor’s amended and restated certificate record or beneficial ownership of incorporation in respect Shares of Class A Common Shares NextGen acquired by any means. Subscriber agrees and acknowledges that such irrevocable waiver is material means other than pursuant to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Subscriber hereby acknowledges that MBSC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving MBSC and one or more businesses or assets. Subscriber further acknowledges that, as described in the CompanyMBSC’s prospectus relating to its initial public offering dated November 3October 25, 20212021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of MBSC’s assets consist of the Company has established cash proceeds of MBSC’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s MBSC, its public stockholders and the underwriters of MBSC’s initial public offering. The cash in the IPOTrust Account may be disbursed only for the purposes set forth in the Prospectus, including with respect to interest earned on the funds held in the Trust Account that may be released to MBSC to fund working capital requirements, as well as amounts released to MBSC to pay its franchise and income tax obligations, if any. For and in consideration of the Company MBSC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber Subscriber, on behalf of itself and its representatives, hereby (a) agrees that it does not now irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind in they have or to any assets held may have in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), future arising out of this Subscription Agreement regardless of whether such claim arises based on contractAgreement, tortin or to any monies held in the Trust Account, equity or any other theory of legal liability (any and all such claims are collectively referred agrees not to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it may have seek recourse against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement Agreement. Subscriber acknowledges and (c) agrees that it will shall not seek recourse against the Trust Account have any redemption rights with respect to any Released Claims; provided, however, that nothing in this Section 6 shall the Acquired Securities (xor the Underlying Shares) serve pursuant 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the CompanyMBSC’s amended and restated certificate of incorporation in respect connection with the Transactions, any subsequent liquidation of Class A the Trust Account or MBSC or otherwise. In the event Subscriber has any claim against MBSC as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Securities (or the Underlying Shares), it shall pursue such claim solely against MBSC and its assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account. Notwithstanding anything else in this Section 8 to the contrary, 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 Common Shares acquired by any means. Subscriber agrees and acknowledges that such irrevocable waiver is material means other than pursuant to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands including but not limited to any redemption right with respect to any such waiver to be valid, binding and enforceable against Subscriber and each securities of its affiliates under applicable lawMBSC. To the extent Subscriber or This Section 8 shall survive 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside termination 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinSubscription Agreement.

Trust Account Waiver. Subscriber hereby Each of FCB, TopCo, BP, Bridgeburg and the Merger Sub acknowledges that Mountain is a blank check company with the powers and privileges to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Mountain and one or more businesses or assets. Each of FCB, TopCo, BP, Bridgeburg and the Merger Sub further acknowledges that, as described in the CompanyMountain’s final prospectus relating to its initial public offering dated November 34, 20212021 (File No. 333-259034) (the “Prospectus” and such offering, the Company has established “IPO”) available at xxx.xxx.xxx, substantially all of Mountain’s assets consist of the cash proceeds of the IPO and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s Mountain, its public stockholders shareholders and the underwriters of the IPO. Each of FCB, TopCo, Bridgeburg and the Merger Sub acknowledges that, except with respect to interest earned on the funds held in the Trust Account that may be released to Mountain 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 the Company Mountain entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber each of FCB, TopCo, BP, Bridgeburg and Merger Sub hereby (a) agrees that it on behalf of itself and its Affiliates and its and their respective Representatives that, notwithstanding anything to the contrary in this Agreement, none of FCB, TopCo, BP, Bridgeburg, Merger Sub or any of their Affiliates or their respective Representatives does not now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust Account or distributions therefrom, and shall not or make any claim against the Trust Account (including any distributions therefrom), arising out regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement Agreement, any Ancillary Document or any proposed or actual business relationship between Mountain or its Affiliates or their respective Representatives, on the one hand, and FCB, TopCo, BP, Bridgeburg, Merger Sub or any of their respective Affiliates or Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Each of FCB, (b) TopCo, BP, Bridgeburg and Merger Sub on its own behalf and on behalf of its Affiliates and its and their respective Representatives hereby irrevocably waives any Trust Account Released Claims that it FCB, TopCo, BP, Bridgeburg, Merger Sub or any of their respective Affiliates or its or their 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, this Subscription Agreement any negotiations, or Contracts with Mountain or any of its Affiliates or its and (c) agrees it their respective Representatives or any other matters and will not seek recourse against the Trust Account with respect to any Released Claims; provided, however, that nothing in this Section 6 shall (x) 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with Mountain or its Affiliates). This Section 10.16 shall survive the termination of this Agreement for any amounts contained thereinreason.

Trust Account Waiver. 10.1 The Subscriber hereby acknowledges that SPAC is a blank check company with the powers and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as described in the Company’s final prospectus relating of SPAC, dated January 21, 2021, related to its initial public offering dated November 3(the “Prospectus”) available at xxx.xxx.xxx, 2021substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, the Company has established and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s SPAC, its public stockholders shareholders and the underwriters of SPAC’s initial public offering. Except with respect to interest earned on the IPOfunds held in the Trust Account that may be released to SPAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Company PubCo and SPAC entering into this A&R Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Subscriber, on behalf of itself and its Representatives, hereby (ai) agrees that it does not now and shall not at any time hereafter thereafter have any right, titletitle and interest, interest or any claim of any kind they have or may have in the future, in or to any assets monies held in the Trust Account or distributions therefromAccount, and shall not make any claim against the Trust Account (including Account, in each case, to the extent such claim arises as a result of, in connection with or relating in any distributions therefrom), arising out of way to this A&R 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”), (bii) irrevocably waives any Released Claims that it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement any negotiations, contracts or agreements with PubCo or SPAC, and (ciii) agrees it will not seek recourse against the Trust Account for any reason whatsoever. The 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 A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares 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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any Released Claims; providedother business combination, howeverany subsequent liquidation of the Trust Account, that nothing in this Section 6 shall (x) serve to limit SPAC or prohibit Subscriber’s right to pursue a PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the Company for legal relief transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets held outside the Trust Account (so long as such claim would and not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinmonies or other assets in the Trust Account.

Trust Account Waiver. Subscriber hereby acknowledges that the SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the SPAC and one or more businesses or assets. Subscriber further acknowledges that, as described in the CompanyProspectus available at xxx.xxx.xxx, substantially all of the SPAC’s prospectus relating to its assets consist of the cash proceeds of SPAC’s initial public offering dated November 3(including overallotment securities sold by the SPAC’s underwriter thereafter) and private placements of its securities, 2021, the Company has established and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s SPAC, its public stockholders shareholders and the underwriters of SPAC’s initial public offering. Except with respect to interest earned on the IPOfunds held in the Trust Account that may be released to SPAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber Subscriber, on behalf of itself and its representatives, hereby (a) agrees that it does not now irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind they now have or may have in the future, in or to any assets monies held in the Trust Account or distributions therefromtherefrom to the SPAC’s public stockholders, and shall agrees not make any claim to seek recourse against the Trust Account (including for any distributions therefrom)claims in connection with, arising out of 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against or the Trust Account with respect to any Released Claimstransactions contemplated hereby; provided, however, that nothing in this Section 6 shall 9 (x) shall serve to limit or prohibit Subscriber’s right to pursue a claim against the Company SPAC for legal relief against assets held outside the Trust Account (so long as such claim would not affect other than distributions to the CompanySPAC’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Companypublic stockholders), for specific performance or other equitable relief, (y) shall serve to limit or prohibit any claims that Subscriber may have in the future against the CompanySPAC’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 SPAC’s public stockholders) and any assets that have been purchased or acquired with any such funds) or (so long as z) shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such claim would Subscriber’s record or beneficial ownership of securities of the SPAC acquired by any means other than pursuant to this Subscription Agreement, including but not affect the Company’s ability limited to fulfill its obligation to effectuate any redemption right with respect to any such securities of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinSPAC.

Trust Account Waiver. Subscriber hereby Notwithstanding anything to the contrary set forth in this Agreement, the Company and each Acquisition Entity acknowledges that that, as described in the Companyfinal prospectus of SPAC, dated January 21, 2021 (File No. 333-251917), available at xxx.xxx.xxx, substantially all of SPAC’s prospectus relating to its assets consist of the cash proceeds of SPAC’s initial public offering dated November 3, 2021, the Company has established and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of SPAC, certain of its public shareholders and the underwriters of SPAC’s initial public offering (the “Trust Account”) containing ). The Company and each Acquisition Entity further acknowledges that it has been advised by SPAC that funds in the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously Trust Account may be disbursed only in accordance with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders Trust Agreement and the underwriters of the IPOSPAC Articles. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company (on behalf of itself and its Affiliates) and each Acquisition Entity hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agree not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, Contracts or agreements with respect to any Released ClaimsSPAC; provided, however, that nothing in this Section 6 shall (x) nothing herein shall serve to limit or prohibit Subscriberthe Company’s right to pursue a claim against the Company SPAC for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Share Redemption) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the CompanySPAC’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company)SPAC Share Redemption, or for specific performance or other equitable relief, fraud and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company may have in the future against the CompanySPAC’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) (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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein).

Trust Account Waiver. 9.1 The Subscriber hereby acknowledges that SPAC is a blank check company with the powers and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as described in the Company’s final prospectus relating of SPAC, dated January 21, 2021, related to its initial public offering dated November 3(the “Prospectus”) available at xxx.xxx.xxx, 2021substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, the Company has established and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s SPAC, its public stockholders shareholders and the underwriters of SPAC’s initial public offering. Except with respect to interest earned on the IPOfunds held in the Trust Account that may be released to SPAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Company PubCo and SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Subscriber, on behalf of itself and its Representatives, hereby (ai) agrees that it does not now and shall not at any time hereafter thereafter have any right, titletitle and interest, interest or any claim of any kind they have or may have in the future, in or to any assets monies held in the Trust Account or distributions therefromAccount, and shall not make any claim against the Trust Account (including Account, in each case, to the extent such claim arises as a result of, in connection with or relating in any distributions therefrom), arising out of 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”), (bii) irrevocably waives any Released Claims that it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement any negotiations, contracts or agreements with PubCo or SPAC, and (ciii) agrees it will not seek recourse against the Trust Account for any reason whatsoever. The 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 Subscription Shares 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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any Released Claims; providedother business combination, howeverany subsequent liquidation of the Trust Account, that nothing in this Section 6 shall (x) serve to limit SPAC or prohibit Subscriber’s right to pursue a PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this Subscription Agreement, the Company for legal relief transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets held outside the Trust Account (so long as such claim would and not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinmonies or other assets in the Trust Account.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Subscriber hereby acknowledges that as described in it has had access to and an adequate opportunity to review the publicly filed prospectus of Altimeter, including the form of investment management trust agreement, by and between Altimeter and Continental Stock Transfer & Trust Company’s prospectus relating to its initial public offering dated November 3, 2021a New York corporation, the Company and understands that Altimeter has established a the 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 CompanyAltimeter’s public stockholders and that disbursements from the underwriters Trust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges that Altimeter’s sole assets consist of the IPO. For cash proceeds of Altimeter’s initial public offering and in consideration private placements of the Company entering into this Subscription Agreementits securities, and that substantially all of these proceeds have been deposited in the Trust Account for other good the benefit of its public stockholders and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any Subscriber has no right, title, title or interest or claim of any kind in or to any assets held in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of 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 monies that it may have against the Trust Account (including any distributions therefrom) now or in the future as a result ofbe deposited therein. Accordingly, Subscriber 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 or relating to this Subscription Agreement against, and (c) agrees it any right to access, the Trust Account, any trustee of the Trust Account and Altimeter to collect from the Trust Account any monies that may be owed to them by Altimeter or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account with respect to at any Released Claims; providedtime for any reason whatsoever, however, that nothing in this Section 6 shall (x) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company including 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 redemption right with respect to knowing and intentional material breach by any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. Subscriber agrees and acknowledges that such irrevocable waiver is material parties to this Subscription Agreement and specifically relied upon by the Company and of any of its affiliates to induce the Company to enter into representations or warranties as set forth in this Subscription Agreement, and Subscriber further intends and understands or such waiver to be valid, binding and enforceable against Subscriber and each party’s material breach of its affiliates under applicable law. To the extent Subscriber or any of its affiliates commences any action covenants or proceeding based upon, other agreements set forth in connection with, relating to or arising out of any matter relating to the Company or its representatives or affiliatesthis Subscription Agreement, which proceeding seeksmaterial breach constitutes, in whole or in partis a consequence of, monetary relief against a purposeful act or failure to act by such party with the Company knowledge that the taking of such act or its representatives or affiliates, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy failure to take such act would cause a material breach of this Subscription Agreement. This Section 6 shall be against funds held outside survive the termination of the Trust Account and that such claim shall not permit Subscriber or its affiliates (or this Subscription Agreement for any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Subscriber hereby The Company and each Acquisition Entity acknowledges that as described in SPAC is a special purpose acquisition company with the Company’s prospectus relating power and privileges to its initial public offering dated November 3effect a merger, 2021asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read SPAC’s final prospectus dated March 23, 2022 and filed with the SEC on March 24, 2022 (Filing No: 333-261765) available at wxx.xxx.xxx, and other SPAC SEC Filings, the SPAC Governing Documents, and the Trust Agreement and understands that SPAC has established a the 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 CompanySPAC’s public stockholders and that disbursements from the underwriters Trust Account are available only in the limited circumstances set forth therein. The Company and each Acquisition Entity further acknowledge and agree that SPAC’s sole assets consist of the IPOcash 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 shareholders. For The Company and each Acquisition Entity further acknowledge that, if the transactions contemplated by this Agreement are not consummated by the Termination Date, SPAC will be obligated to return to its stockholders the amounts being held in consideration of the Trust Account. Accordingly, the Company entering into this Subscription Agreementand each Acquisition Entity (on behalf of itself and its respective Affiliates) hereby waives any past, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest present or future claim of any kind in or against, and any right to access, the Trust Account, any assets held in trustee of the Trust Account or distributions therefrom, and shall not make any claim against SPAC to collect from the Trust Account (including any distributions therefrom), arising out of this Subscription Agreement regardless of whether such claim arises based on contract, tort, equity monies that may be owed to them by SPAC or any other theory of legal liability (its Affiliates for any reason whatsoever, 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to at any Released Claims; provided, however, that nothing in time for any reason whatsoever. This Section 11.1 shall survive the termination of this Section 6 shall (x) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company Agreement 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Subscriber hereby The Company acknowledges that (a) Parent is a blank check company with the powers and privileges to effect a Business Combination and (b) the Company has read the Parent SEC Filings, Parent’s Governing Documents and the Trust Agreement. The Company further acknowledges that, as described in the CompanyParent SEC Filings, substantially all of Parent’s prospectus relating to its assets consist of the cash proceeds of Parent’s initial public offering dated November 3and private placements of its securities (less amounts released pursuant to Parent Stockholder Redemptions), 2021, and substantially all of those proceeds have been deposited in the Company has established a trust account for the benefit of Parent, certain of its public stockholders and the underwriters of Parent’s initial public offering (the “Trust Account”) containing ). The Company acknowledges that it has been advised by Parent that the proceeds Trust Agreement provides that cash in the Trust Account may be disbursed only in limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by May 2, 2024, or such later date as approved by the stockholders of Parent to complete a Business Combination, Parent will be obligated to return to its initial public offering (stockholders the “IPO”) and from certain private placements occurring simultaneously with amounts being held in the IPO (including interest accrued from time to time thereon) Trust Account. Accordingly, for the benefit of the Company’s public stockholders and the underwriters of the IPO. For and in consideration of the Company Parent entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind the Company has or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agrees not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against Agreement, other than for the release of the cash remaining in the Trust Account with respect to any Released Claimsupon the consummation of the Merger; provided, however, that (i) nothing in this Section 6 herein shall (x) serve to limit or prohibit Subscriber’s the Company 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 redemption right with respect to any securities of the Company), Parent for specific performance or other equitable reliefrelief in connection with the consummation of the transactions contemplated by this Agreement (including a claim for Parent to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account in accordance with the terms of this Agreement and the Trust Agreement), and (yii) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company may have in the future against the CompanyParent’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) (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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein).

Trust Account Waiver. Subscriber hereby The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the Companyprospectus dated August 3, 2021 and filed with the SEC under File No. 333-253107 (the “Prospectus”) available at wxx.xxx.xxx, substantially all of Acquiror’s prospectus relating to its assets consist of the cash proceeds of Acquiror’s initial public offering dated November 3and private placements of its securities occurring substantially simultaneously with such initial public offering, 2021, the Company has established and substantially all of those proceeds have been deposited in a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing ). The Company acknowledges that it has been advised by Acquiror that cash in the proceeds of its initial public offering (Trust Account may be disbursed only in the “IPO”) circumstances and from certain private placements occurring simultaneously to the Persons described in the Prospectus and in accordance with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders and the underwriters of the IPOTrust Agreement. For and in consideration of the Company Acquiror entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind in or to any assets held in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of 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”), (botherwise) irrevocably waives any Released Claims that it has or may have in the future in or to any monies or other assets in the Trust Account and agrees not to seek recourse against the Trust Account (including or any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out ofin connection with, this Subscription Agreement and or any other negotiations, Contracts or agreements or transactions with Acquiror. Notwithstanding the foregoing sentence, (ca) agrees it will not seek recourse against the Trust Account with respect to any Released Claims; provided, however, that nothing in this Section 6 herein shall (x) serve to limit or prohibit Subscriberthe Company’s right to pursue a any claim against the Company Acquiror for (i) legal relief against monies or other assets held outside the Trust Account or (ii) specific performance to consummate the Closing or other equitable relief (including any claim for Acquiror to specifically perform its obligations under this Agreement to cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) at the Closing to the Company in accordance with the terms of this Agreement and the Trust Agreement), so long as such claim would not affect the CompanyAcquiror’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company), for specific performance Acquiror Share Redemptions or other equitable relief, otherwise violate the Trust Agreement and (yb) serve to nothing herein shall limit or prohibit any claims claim that Subscriber the Company may have in the future against the CompanyAcquiror’s assets or funds that are not held in the Trust Account (including any such 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 Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein).

Trust Account Waiver. Subscriber hereby The Company acknowledges that as described in the Companyit has read SPAC’s prospectus relating to its initial public offering final prospectus, dated November 3June 16, 2021, the Company other SPAC SEC Filings and the SPAC’s Governing Documents and understands that SPAC has established a trust account (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) Account described therein for the benefit of the CompanySPAC’s public stockholders shareholders and that disbursements from the underwriters Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated within 24 months from the closing of the IPO. For and in consideration of offering contemplated by SPAC’s final prospectus (subject to extensions as approved by the Company entering into this Subscription AgreementSPAC Stockholders), and for other good and valuable consideration, SPAC will be obligated to return to its public shareholders the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets amounts being held in the Trust Account or distributions therefromAccount. Accordingly, and shall not make the Company hereby waives any claim against the Trust Account claims (including any distributions therefrom), arising out of this Subscription Agreement regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (liability) of any kind in or to any monies in the Trust Account and all such claims are collectively referred agree not to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it may have seek recourse against the Trust Account (including or any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against or the Trust Account Transactions with respect to any Released ClaimsSPAC; provided, however, provided that nothing in this Section 6 shall (x) nothing herein shall serve to limit or prohibit Subscriberthe Company’s right to pursue a claim against the Company SPAC for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the CompanySPAC’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company)SPAC Share Redemptions, or for specific performance or other equitable relief, fraud and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company may have in the future against the CompanySPAC’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) (so long as such claim would not affect ). This Section 12.1 shall survive the Company’s ability to fulfill its obligation to effectuate termination of this Agreement for any redemption right with respect to any securities of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any meansreason. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.116

Trust Account Waiver. Subscriber hereby The Company acknowledges that that, as described in the CompanyProspectus, available at wxx.xxx.xxx, substantially all of SPAC assets consist of the cash proceeds of SPAC’s prospectus relating to its initial public offering dated November 3, 2021, the Company has established and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of SPAC’s public shareholders and the underwriters of SPAC’s initial public offering (the “Trust Account”) containing pursuant to the proceeds Trust Agreement. The Company acknowledges that it has been advised by SPAC that funds in the Trust Account except for a portion of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously interest earned on the amounts held in the Trust Account may be disbursed only in accordance with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders Trust Agreement and the underwriters of the IPOSPAC Articles. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agrees not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations or agreements with respect to any Released ClaimsSPAC; provided, however, that (a) nothing in this Section 6 herein shall (x) serve to limit or prohibit Subscriberthe Company’s right to pursue a claim against the Company SPAC for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Shareholder Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the CompanySPAC’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company)SPAC Shareholder Redemptions, or for specific performance or other equitable relief, fraud and (yb) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company may have in the future against the CompanySPAC’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) (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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein).

Trust Account Waiver. Subscriber hereby The Investor acknowledges that Motion is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving Motion and one or more businesses or assets. The Investor further acknowledges that, as described in the CompanyMotion’s prospectus relating to its initial public offering dated November 3October 15, 20212020 (the “IPO Prospectus”) available at xxx.xxx.xxx, substantially all of Motion’s assets consist of the Company has established cash proceeds of Motion’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s Motion, its public stockholders shareholders and the underwriters underwriter of Motion’s initial public offering. Except with respect to interest earned on the IPOfunds held in the Trust Account that may be released to Motion to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the IPO Prospectus. For and in consideration of the Company Motion entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Investor hereby (a) agrees that it does not now irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind it has or may have in the future, in or to any assets monies held in the Trust Account or distributions therefromAccount, and shall agrees not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to any Released ClaimsAgreement; provided, however, provided that nothing in this Section 6 10 shall (xi) serve to limit or prohibit Subscriberthe Investor’s right to pursue a claim against the Company Motion for legal relief against assets held outside the Trust Account (so long as such claim would not affect the CompanyMotion’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the CompanyMotion), for specific performance or other equitable relief, (yii) serve to limit or prohibit any claims that Subscriber the Investor may have in the future against the CompanyMotion’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to Motion (and not Motion’s public stockholders) and any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect the CompanyMotion’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the CompanyMotion) or and (ziii) be deemed to limit Subscriberany of Investor’s right right, title, interest or claim to distributions from the Trust Account in accordance with the Companyby virtue of Investor’s amended and restated certificate record or beneficial ownership of incorporation in respect securities of Class A Common Shares Motion acquired by any means. Subscriber agrees and acknowledges that such irrevocable waiver is material means other than pursuant to this Subscription Agreement and specifically relied upon by Agreement. This section shall survive the Company and its affiliates to induce the Company to enter into termination of this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Subscriber hereby acknowledges that it has read the Investment Management Trust Agreement, dated as described in of February 7, 2019, by and between the Issuer and Continental Stock Transfer & Trust Company’s prospectus relating to its initial public offering dated November 3, 2021a New York corporation, and understands that the Company Issuer has established a the 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 CompanyIssuer’s public stockholders and that disbursements from the underwriters Trust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges and agrees that the Issuer’s sole assets consist of the IPO. For and in consideration cash proceeds of the Company entering into this Subscription AgreementIssuer’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 other good and valuable consideration, the receipt and sufficiency benefit of which are hereby acknowledgedits public stockholders. Accordingly, Subscriber (on behalf of itself and its affiliates) hereby (a) agrees that it does not now and shall not at waives any time hereafter have any rightpast, title, interest present or future claim of any kind in or to any assets held in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of this Subscription Agreement regardless against, and any right to access, the Trust Account, any trustee 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 (including and the Issuer to collect from the Trust Account any distributions therefrom) now monies that may be owed to them by the Issuer or in the future as a result ofany of its affiliates for any reason whatsoever, or arising out of, this Subscription Agreement and (c) agrees it 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 respect the knowledge that the taking of such act or failure to any Released Claimstake such act would cause a material breach of this Subscription Agreement; provided, however, that nothing in this Section 6 7 shall (x) serve be deemed to limit or prohibit Subscriber’s right right, title, interest, or claim to pursue a claim against the Company for legal relief against assets held outside the Trust Account (so long as by virtue of such claim would not affect Subscriber’s record or beneficial ownership of securities of the Company’s ability Issuer acquired by any means other than pursuant to fulfill its obligation to effectuate this Subscription Agreement, including any redemption right with respect to any such securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that Subscriber may have in Issuer. This Section 7 shall survive 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 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 termination of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable lawfor any reason. 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.​ [Signature Page Follows] ​ ​

Trust Account Waiver. Subscriber hereby In addition to the waiver of PubCo and the Company pursuant to Section 11.1 of Business Combination Agreement, and notwithstanding anything to the contrary set forth herein, each of PubCo, the Company and Holder acknowledges that that, (i) as described in the Companyfinal prospectus of SPAC, dated January 21, 2021 (File No. 333-251917), available at xxx.xxx.xxx, substantially all of SPAC’s prospectus relating to its assets consist of the cash proceeds of SPAC’s initial public offering dated November 3, 2021, the Company has established and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of SPAC, certain of its public shareholders and the underwriters of SPAC’s initial public offering (the “Trust Account”), and (ii) containing it has been advised by SPAC that funds in the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously Trust Account may be disbursed only in accordance with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders Trust Agreement and the underwriters SPAC Articles. Each of the IPO. For and in consideration of PubCo, the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are Holder hereby acknowledged, Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agree not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Non-Redemption Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, contracts or agreements with respect to any Released ClaimsSPAC; provided, however, that nothing in this Section 6 shall (x) nothing herein shall serve to limit or prohibit Subscriber’s its right to pursue a claim against the Company SPAC for legal relief against monies or other assets held outside the Trust Account (Account, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated hereunder so long as such claim would not affect the CompanySPAC’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company)SPAC Share Redemption, or for specific performance or other equitable relief, fraud and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber it may have in the future against the CompanySPAC’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) (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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein).

Trust Account Waiver. Subscriber hereby acknowledges that the Issuer is a blank check company with the powers and privileges to effect a Business Combination. Subscriber further acknowledges that, as described in the Company’s prospectus relating to its dated February 12, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Issuer's assets consist of the cash proceeds of the Issuer's initial public offering dated November 3, 2021, and private placements of its securities and substantially all of those proceeds have been deposited in a the Company has established a trust account (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 Company’s Issuer, certain of its public stockholders and the underwriters of the IPOIssuer's initial public offering (the “Trust Account”). Subscriber acknowledges that it has been advised by the Issuer that, except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if the Issuer completes the transactions which constitute a Business Combination, then to those Persons (as defined in the Merger Agreement) and in such amounts as described in the Prospectus; (b) if the Issuer fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Investment Management Trust Agreement, dated as of April 21, 2020, between the Issuer and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”) (the “Trust Agreement”) to the Issuer in limited amounts to permit the Issuer to pay the costs and expenses of its liquidation and dissolution, and then to the Issuer's public stockholders; and (c) if the Issuer holds a shareholder vote to amend the Issuer's amended and restated memorandum and articles of association to modify the substance or timing of the obligation to redeem 100% of the Class A common stock if the Issuer fails to complete a Business Combination within the allotted time period, then for the redemption of any of the Class A common stock properly tendered in connection with such vote. For and in consideration of the Company Issuer entering into this Sponsor Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agrees not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Sponsor Subscription Agreement and (c) agrees it will not seek recourse against any negotiations, Contracts with the Trust Account with respect to any Released Claims; Issuer; provided, however, that nothing in this Section 6 shall (x) nothing herein shall serve to limit or prohibit Subscriber’s 's right to pursue a claim against the Company Issuer for legal relief against monies or other 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 redemption right with respect to any securities of the Company)Account, for specific performance or other equitable relief, relief in connection with the consummation of the Transactions or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber may have in the future against the Company’s 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) (so long as such claim would not affect ). This Section 7.2 shall survive the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities termination of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. Subscriber agrees and acknowledges that such irrevocable waiver is material to this Sponsor Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber or for 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Notwithstanding anything to the contrary set forth in this Agreement, Subscriber hereby acknowledges that it has read the final prospectus of SPAC, dated as described in the Company’s prospectus relating to its initial public offering dated November 3of October 12, 2021, and filed with the Company SEC on October 13, 2021 (File No. 333-259253), including that certain Investment Management Trust Agreement, dated October 12, 2021, by and between SPAC and Continental Stock Transfer & Trust Company, and understands that SPAC has established a the trust account described therein (the “Trust Account”) containing for the benefit of SPAC’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of its initial public offering of units of SPAC (the “IPO”) and the overallotment shares acquired by SPAC’s underwriters and from certain private placements of its securities occurring simultaneously with the IPO (including interest accrued from time to time thereon) IPO, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of the CompanySPAC’s public stockholders and the underwriters of the IPOshareholders. For Accordingly, for and in consideration of the Company SPAC entering into this Subscription Agreement, Agreement and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber hereby (a) agrees that it does not now and shall not at waives any time hereafter have any rightpast, title, interest present or future claim of any kind in or to any assets held in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of this Subscription Agreement regardless against, and any right to access, the Trust Account, any trustee of whether such claim arises based on contractthe Trust Account, tortSPAC, equity or any other theory of legal Gesher I Sponsor LLC, a Delaware limited liability company (any and all such claims are collectively referred to hereafter as the “Released ClaimsSponsor”), (b) irrevocably waives and any Released Claims that it may have against of their affiliates, to collect from the Trust Account (including any distributions therefrom) now monies that may be owed to them by SPAC or in the future as a result ofany of its affiliates for any reason whatsoever, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to Account, any Released Claims; provided, however, that nothing in this Section 6 shall (x) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company for legal relief against assets held outside trustee of the 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 the Company)Account, for specific performance or other equitable reliefSPAC, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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 AgreementSponsor, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber or any of its their affiliates commences at any action or proceeding based upontime for any reason whatsoever, in connection with, relating to or arising out of any matter relating to the Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, Subscriber hereby acknowledges and agrees that Subscriberincluding for such party’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu material breach of any of them) 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 have 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. This Section 8 shall survive the termination of this Agreement for any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Subscriber hereby Each of the Company and Blocker acknowledges that Parent is a blank check company with the powers and privileges to effect a Business Combination. Each of the Company and Blocker further acknowledges that, as described in the Companyprospectus dated June 5, 2014 (the “Prospectus”) available at wxx.xxx.xxx, substantially all of Parent’s prospectus relating to its assets consist of the cash proceeds of Parent’s initial public offering dated November 3, 2021, the Company has established a trust account (the “Trust Account”) containing the proceeds and private placements of its initial public offering (securities and substantially all of those proceeds have been deposited in the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) Trust Account for the benefit of the Company’s Parent, certain of its public stockholders and the underwriters of Parent’s initial public offering. Each of the IPOCompany and Blocker acknowledges that it has been advised by Parent that, except with respect to interest earned on the funds held in the Trust Account that may be released to Parent to pay its franchise tax, income tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) to Parent in limited amounts from time to time in order to permit Parent to pay its operating expenses; (ii) if Parent completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (iii) if Parent fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Parent in limited amounts to permit Parent to pay the costs and expenses of its liquidation and dissolution, and then to Parent’s public stockholders. For and in consideration of the Company Parent entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber each of the Company and Blocker, on behalf of Seller Group, hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocable waives any right, title, interest or claim of any kind they have or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agree not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, contracts or agreements with respect to any Released ClaimsParent; provided, however, provided that nothing in this Section 6 shall (x) nothing herein shall serve to limit or prohibit Subscriberthe Company’s and Blocker’s right to pursue a claim against the Company Parent for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Parent to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Parent Stockholder Redemptions) to the Seller Group in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the CompanyParent’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company)Parent Stockholder Redemptions, or for specific performance or other equitable relief, fraud and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company and Blocker may have in the future against the CompanyParent’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) (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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means). 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.104

Trust Account Waiver. Subscriber hereby Each of PubCo, IndiaCo, Blade India and Merger Sub acknowledges that as described in DSAQ is a blank check company with the Companypower and privileges to effect a business combination, and that such Party has read the IPO Prospectus, DSAQ SEC Reports, DSAQ’s prospectus relating to its initial public offering dated November 3, 2021, Governing Documents and the Company Trust Agreement and understands that DSAQ has established a trust account (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) Account described therein for the benefit of the CompanyDSAQ’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. Each of PubCo, IndiaCo, Blade India and Merger Sub further acknowledges that, if the Transactions, or, in the event this Agreement is terminated pursuant to its terms, another business combination is not consummated by the last date for DSAQ to consummate its business combination pursuant to DSAQ’s Governing Documents (as amended by an Extension, if applicable), DSAQ shall be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, each of PubCo, IndiaCo, Blade India and Merger Sub (on behalf of itself and its Affiliates), notwithstanding anything to the underwriters of the IPO. For and contrary in consideration of the Company entering into this Subscription Agreement, and for other good and valuable considerationhereby waives any past, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest present or future claim of any kind in or against, and any right to any assets held in access, the Trust Account or distributions therefromto collect from the Trust Account any monies that may be owed to them by DSAQ or any of its Affiliates for any reason whatsoever, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to at any Released Claimstime for any reason whatsoever, including for any Willful Breach of this Agreement; provided, however, that nothing in this Section 6 herein shall (x) serve to limit or prohibit SubscriberPubCo’s, IndiaCo’s, Blade India’s or Merger Sub’s right to pursue a claim against the Company DSAQ or any of its Affiliates for legal relief against assets held outside of the Trust Account (including from and after the consummation of a business combination other than as contemplated by this Agreement) or pursuant to Section 10.14 for specific performance or other injunctive relief (so long as such claim would not affect the CompanyDSAQ’s ability to fulfill its obligation to effectuate redemption obligations). This Section 5.02 shall survive the termination of this Agreement for any redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Subscriber hereby Notwithstanding anything else in this Issuance Agreement, the Advisor acknowledges that as described in it has read the Company’s prospectus relating to its initial public offering dated November 3February 6, 2021, 2019 (the Company “Prospectus”) and understands that Monocle has established a trust account (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 Company’s public stockholders of Monocle (the “Monocle Stockholders”) and that Monocle may disburse monies from 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 Trust Account only (a) agrees that it does to Monocle in limited amounts from time to time in order to permit Monocle to pay its operating expenses, (b) if Monocle completes the transactions which constitute its initial business combination, then to those persons and in such amounts as described in the Prospectus, and (c) if Monocle fails to complete its initial business combination within the allotted time period and liquidates to Monocle in limited amounts to permit Monocle to pay the costs and expenses of its liquidation and dissolution, and then to the Monocle Stockholders. All liabilities and obligations of Monocle due and owing or incurred at or prior to the closing of its initial business combination shall be paid as and when due, including all amounts payable (x) to the Monocle Stockholders in the event they elect to have their shares redeemed in accordance with Monocle’s certificate of incorporation (the “Monocle Charter”) and/or the liquidation of Monocle, (y) to Monocle after, or concurrently with, the consummation of its initial business combination, and (z) to Monocle in limited amounts for its operating expenses and tax obligations incurred in the ordinary course of business consistent with past practice. The Advisor further acknowledge that, if the transactions contemplated by the Transaction Agreement (or, upon termination of the Transaction Agreement, another business combination) are not now consummated by February 11, 2021, or such date as determined by amending the Monocle Charter, Monocle will be obligated to return to the Monocle Stockholders the amounts being held in the Trust Account, unless such date is otherwise extended. Upon the Transaction Closing, Monocle shall cause the Trust Account to be disbursed to the Company and shall not at any time hereafter have any rightas otherwise contemplated by the Transaction Agreement. Accordingly, the Advisor, for itself and its representatives, advisors and all other associates and affiliates (each a “Advisor Related Party”), hereby waive all rights, title, interest or claim of any kind in or to any assets held in collect from the Trust Account any monies that may be owed to them by Monocle or distributions therefrom, and shall not make the Company for any claim against the Trust Account (including any distributions therefrom), reason whatsoever arising out of this Subscription Issuance Agreement, including for a breach of this Issuance Agreement regardless of whether such claim arises based on contract, tort, equity by Monocle or the Company or any other theory of legal liability negotiations, agreements or understandings with Monocle or the Company (any and all such claims are collectively referred to hereafter as whether in the past, present or future) in connection with this Issuance Agreement (each a “Released ClaimsClaim”), (b) irrevocably waives any Released Claims that it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account in connection with respect to such Claims at any Released Claimstime for any reason whatsoever; provided, however, that (i) nothing in this Section 6 herein shall (x) serve to limit or prohibit Subscriberan Advisor Related Party’s right to pursue a claim Claim against Monocle or 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 redemption right with respect to any securities of the Company)Account, for specific performance or other equitable relief, and (yii) nothing herein shall serve to limit or prohibit any claims Claims that Subscriber an Advisor Related Party may have in the future against Monocle or 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 any assets that have been purchased or acquired with any such funds) (so long as ), or otherwise by virtue of such claim would Advisor Related Party’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this Issuance Agreement, including, but not affect the Company’s ability to fulfill its obligation to effectuate limited to, any redemption right with respect to any such securities of the Company) or (z) be deemed to limit Subscriber’s right to distributions from . This paragraph will survive the Trust Account in accordance with the Company’s amended and restated certificate termination of incorporation in respect of Class A Common Shares acquired by this Issuance Agreement for any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Subscriber hereby acknowledges that the Company is a blank check company with the powers and privileges to effect a business combination, 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 September 2020 Prospectus, available at wxx.xxx.xxx, substantially all of the Company’s prospectus relating to its assets consist of the cash proceeds of the Company’s initial public offering dated November 3and private placements of its securities, 2021, the Company has established and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s its public stockholders and the underwriters of its initial public offering. Except with respect to interest earned on the IPOfunds held in the Trust Account that may be released to the Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the September 2020 Prospectus. 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 Subscriber, on behalf of itself and its affiliates and representatives, hereby (a) agrees that it does not now irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, 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 assets monies held in the Trust Account or distributions therefromAccount, and shall agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account (including any distributions therefrom)as a result of, or arising out of of, this Subscription Agreement 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 (liability; provided however, that nothing in this Section 7 shall be deemed to limit any and all such claims are collectively referred Subscriber’s right, title, interest or claim to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it may have against 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 distributions therefrom) now redemption right with respect to any such securities of the Company. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Acquired Shares pursuant to the Company’s certificate of incorporation in connection with the Mergers or in any other business combination, any subsequent liquidation of the future Trust Account or the Company or otherwise. In the event Subscriber has any claim against the Company as a result of, or arising out of, this Subscription Agreement Agreement, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely against the Company and (c) agrees it will its assets outside the Trust Account and not seek recourse against the Trust Account with respect to or any Released Claims; provided, however, that nothing in this Section 6 shall (x) 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 redemption right with respect to any securities of the Company), for specific performance monies or other equitable relief, (y) serve to limit or prohibit any claims that Subscriber may have in the future against the Company’s assets or funds that are not held in the Trust Account (including Account. This paragraph shall survive 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 Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities termination of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Subscriber hereby Notwithstanding anything to the contrary set forth herein, the Shareholder acknowledges that as described in it has read the Investment Management Trust Agreement, dated June 26, 2019, by and between the Acquiror and Continental Stock Transfer & Trust Company’s prospectus relating to its initial public offering dated November 3, 2021, and understands that the Company Acquiror has established a the 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 CompanyAcquiror’s public stockholders and that disbursements from the underwriters Trust Account are available only in the limited circumstances set forth therein. The Shareholder further acknowledges and agrees that the Acquiror’s sole assets consist of the IPO. For and in consideration cash proceeds of the Company entering into this Subscription AgreementAcquiror’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 other good and valuable considerationthe benefit of its public stockholders. Accordingly, the receipt Shareholder (on behalf of itself and sufficiency of which are its affiliates) hereby acknowledgedwaives any past, Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest present or future claim of any kind in or against, and any right to access, the Trust Account, any assets held in trustee of the Trust Account or distributions therefrom, and shall not make any claim against the Acquiror to collect from the Trust Account (including any distributions therefrom), arising out of this Subscription Agreement regardless of whether such claim arises based on contract, tort, equity monies that may be owed to them by the Acquiror or any other theory of legal liability (its affiliates for any reason whatsoever, 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect at any time for any reason whatsoever, including, without limitation, for any knowing and intentional material breach by any of the parties to this Support Agreement of any Released Claims; provided, however, that nothing of its representations or warranties as set forth in this Section 6 Support Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Support 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 Support Agreement. For the avoidance of doubt, nothing herein shall (x) serve or is intended 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 preclude any redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve Shareholder’s rights to limit or prohibit any claims that Subscriber may have in receive 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 Per Share Merger Consideration as contemplated by and 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate Merger Agreement at the Effective Time. This Section 18 shall survive the termination of incorporation in respect of Class A Common Shares acquired by this Support Agreement for any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Subscriber hereby acknowledges that as described in Reference is made to the Company’s final IPO prospectus relating to its initial public offering of Buyer, dated November 3October 21, 2021, the Company has established a trust account 2020 (the “Prospectus”). The Company understands that Buyer has established 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) Account for the benefit of the Company’s public stockholders of Buyer and the underwriters of the IPOIPO pursuant to the Investment Management Trust Agreement and that, except for a portion of the interest earned on the amounts held in the Trust Account, Buyer may disburse monies from the Trust Account only for the purposes set forth in the Investment Management Trust Agreement. For and in consideration of Buyer agreeing to enter into this Agreement, 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 it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust Account or distributions therefromand, and shall except for Fraud, hereby agrees that it will not make any claim seek recourse against the Trust Account (including for any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against any negotiations, contracts or agreements with Buyer. Notwithstanding the Trust Account with respect to any Released Claims; providedforegoing, however, that nothing in this Section 6 shall (x) nothing herein shall serve to limit or prohibit Subscriberthe Company’s right to pursue a claim against the Company Buyer for legal relief against monies or other assets that are held outside the Trust Account (and other than distributions from the Trust Account directly or indirectly to Buyer’s stockholders, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated by this Agreement so long as such claim would not affect the CompanyBuyer’s ability to fulfill its obligation obligations to effectuate any redemption right with respect to any securities the redemptions of the Company), for specific performance Buyer Units or other equitable relief, Buyer Common Stock or comply with the Investment Management Trust Agreement and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company may have in the future against the CompanyBuyer’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) (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 (z) be deemed to limit Subscriber’s right to other than distributions from the Trust Account in accordance with the Companydirectly or indirectly to Buyer’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinpublic stockholders.

Trust Account Waiver. Subscriber hereby acknowledges that the 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 CompanyIssuer’s prospectus relating to its initial public offering dated November 3January 7, 20212021 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of the Company has established Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s Issuer, its public stockholders shareholders and the underwriters of the IPOIssuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer 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 the Company Issuer entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber Subscriber, on behalf of itself and its representatives, hereby (a) agrees that it does not now irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind in they have or to any assets held may have in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), future arising out of this Subscription Agreement regardless of whether such claim arises based on contractAgreement, tortin or to any monies held in the Trust Account, equity or any other theory of legal liability (any and all such claims are collectively referred agrees not to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it may have seek recourse against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to any Released ClaimsAgreement; provided, however, that nothing in this Section 6 8 shall (x) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company Issuer 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 redemption right with respect to any securities of the Company)Account, for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that Subscriber may have in the future against the CompanyIssuer’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) (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 (z) be deemed to limit any Subscriber’s right right, title, interest or claim to distributions from the Trust Account in accordance with by virtue of such Subscriber’s record or beneficial ownership of securities of the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares Issuer acquired by any means. Subscriber agrees and acknowledges that such irrevocable waiver is material means other than pursuant to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands including, but not limited to, any redemption right with respect to any such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside securities 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinIssuer.

Trust Account Waiver. Subscriber hereby The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the Companyprospectus dated February 25, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror’s prospectus relating to its assets consist of the cash proceeds of Acquiror’s initial public offering dated November 3and private placements of its securities occurring substantially simultaneously with such initial public offering, 2021, the Company has established and substantially all of those proceeds have been deposited in a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing ). The Company acknowledges that it has been advised by Acquiror that cash in the proceeds of its initial public offering (Trust Account may be disbursed only in the “IPO”) circumstances and from certain private placements occurring simultaneously to the Persons described in the Prospectus and in accordance with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders and the underwriters of the IPOTrust Agreement. For and in consideration of the Company Acquiror entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind in or to any assets held in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of 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”), (botherwise) irrevocably waives any Released Claims that it has or may have in the future in or to any monies or other assets in the Trust Account and agrees not to seek recourse against the Trust Account (including or any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out ofin connection with, this Subscription Agreement and or any negotiations, Contracts or agreements or transactions with Acquiror. Notwithstanding the foregoing sentence, (ca) agrees it will not seek recourse against the Trust Account with respect to any Released Claims; provided, however, that nothing in this Section 6 herein shall (x) serve to limit or prohibit Subscriberthe Company’s right to pursue a any claim against the Company Acquiror for (i) legal relief against monies or other assets held outside the Trust Account or (ii) specific performance to consummate the Closing (including any claim for Acquiror to specifically perform its obligations under this Agreement to cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) at the Closing to the Company in accordance with the terms of this Agreement and the Trust Agreement), so long as such claim would not affect the CompanyAcquiror’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company), for specific performance Acquiror Share Redemptions or other equitable relief, otherwise violate the Trust Agreement and (yb) serve to nothing herein shall limit or prohibit any claims claim that Subscriber the Company may have in the future against the CompanyAcquiror’s assets or funds that are not held in the Trust Account (including any such 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 Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein).

Trust Account Waiver. Subscriber hereby acknowledges that the 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 CompanyIssuer’s prospectus relating to its initial public offering dated November 3January 21, 20212021 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of the Company has established Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s Issuer, its public stockholders shareholders and the underwriters of the IPOIssuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer 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 the Company Issuer entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber Subscriber, on behalf of itself and its affiliates, hereby (a) agrees that it does not now irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind in they have or to any assets held may have in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), future arising out of this Subscription Agreement Agreement, in or to any monies held in the Trust Account, and agrees not to seek recourse 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 (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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to any Released Claimsliability; provided, however, that nothing in this Section 6 7 shall (xi) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company Issuer 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 redemption right with respect to any securities of the Company)Account, for specific performance or other equitable relief, (yii) serve to limit or prohibit any claims that Subscriber may have in the future against the CompanyIssuer’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 (so long as iii) be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such claim would Subscriber’s record or beneficial ownership of NAAC Class A Shares acquired by any means other than pursuant to this Subscription Agreement, including, but not affect the Company’s ability to fulfill its obligation to effectuate limited to, any redemption right with respect to any such securities of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinIssuer.

Trust Account Waiver. Subscriber hereby acknowledges that the 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 CompanyIssuer’s prospectus relating to its initial public offering dated November 3October 26, 20212021 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of the Company has established Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s Issuer, its public stockholders shareholders and the underwriters of the IPOIssuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer 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 the Company Issuer entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber Subscriber, on behalf of itself and its affiliates, hereby (a) agrees that it does not now irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind in they have or to any assets held may have in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), future arising out of this Subscription Agreement Agreement, in or to any monies held in the Trust Account, and agrees not to seek recourse 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 (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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to any Released Claimsliability; provided, however, that nothing in this Section 6 8 shall (xi) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company Issuer 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 redemption right with respect to any securities of the Company)Account, for specific performance or other equitable relief, (yii) serve to limit or prohibit any claims that Subscriber may have in the future against the CompanyIssuer’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 (so long as iii) be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such claim would Subscriber’s record or beneficial ownership of SPAC Class A Shares acquired by any means other than pursuant to this Subscription Agreement, including, but not affect the Company’s ability to fulfill its obligation to effectuate limited to, any redemption right with respect to any such securities of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinIssuer.

Trust Account Waiver. Subscriber hereby The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the Companyprospectus dated February 18, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror’s prospectus relating to its assets consist of the cash proceeds of Acquiror’s initial public offering dated November 3and private placements of its securities occurring substantially simultaneously with such initial public offering, 2021, the Company has established and substantially all of those proceeds have been deposited in a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing ). The Company acknowledges that it has been advised by Acquiror that cash in the proceeds of its initial public offering (Trust Account may be disbursed only in the “IPO”) circumstances and from certain private placements occurring simultaneously to the Persons described in the Prospectus and in accordance with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders and the underwriters of the IPOTrust Agreement. For and in consideration of the Company Acquiror entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind in or to any assets held in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of 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”), (botherwise) irrevocably waives any Released Claims that it has or may have in the future in or to any monies or other assets in the Trust Account and agrees not to seek recourse against the Trust Account (including or any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out ofin connection with, this Subscription Agreement and or any negotiations, Contracts or agreements or transactions with Acquiror. Notwithstanding the foregoing sentence, (ca) agrees it will not seek recourse against the Trust Account with respect to any Released Claims; provided, however, that nothing in this Section 6 herein shall (x) serve to limit or prohibit Subscriberthe Company’s right to pursue a any claim against the Company Acquiror for (i) legal relief against monies or other assets held outside the Trust Account or (ii) specific performance to consummate the Closing (including any claim for Acquiror to specifically perform its obligations under this Agreement to cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) at the Closing to the Company in accordance with the terms of this Agreement and the Trust Agreement), so long as such claim would not affect the CompanyAcquiror’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company), for specific performance Acquiror Share Redemptions or other equitable relief, otherwise violate the Trust Agreement and (yb) serve to nothing herein shall limit or prohibit any claims claim that Subscriber the Company may have in the future against the CompanyAcquiror’s assets or funds that are not held in the Trust Account (including any such 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 Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein).

Trust Account Waiver. Subscriber hereby Each of FCB, TopCo, BP, Bridgeburg and the Merger Sub acknowledges that Mountain is a blank check company with the powers and privileges to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Mountain and one or more businesses or assets. Each of FCB, TopCo, BP, Bridgeburg and the Merger Sub further acknowledges that, as described in the CompanyMountain’s final prospectus relating to its initial public offering dated November 34, 20212021 (File No. 333-259034) (the “Prospectus” and such offering, the Company has established “IPO”) available at wxx.xxx.xxx, substantially all of Mountain’s assets consist of the cash proceeds of the IPO and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s Mountain, its public stockholders shareholders and the underwriters of the IPO. Each of FCB, TopCo, Bridgeburg and the Merger Sub acknowledges that, except with respect to interest earned on the funds held in the Trust Account that may be released to Mountain 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 the Company Mountain entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber each of FCB, TopCo, BP, Bridgeburg and Merger Sub hereby (a) agrees that it on behalf of itself and its Affiliates and its and their respective Representatives that, notwithstanding anything to the contrary in this Agreement, none of FCB, TopCo, BP, Bridgeburg, Merger Sub or any of their Affiliates or their respective Representatives does not now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust Account or distributions therefrom, and shall not or make any claim against the Trust Account (including any distributions therefrom), arising out regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement Agreement, any Ancillary Document or any proposed or actual business relationship between Mountain or its Affiliates or their respective Representatives, on the one hand, and FCB, TopCo, BP, Bridgeburg, Merger Sub or any of their respective Affiliates or Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Each of FCB, (b) TopCo, BP, Bridgeburg and Merger Sub on its own behalf and on behalf of its Affiliates and its and their respective Representatives hereby irrevocably waives any Trust Account Released Claims that it FCB, TopCo, BP, Bridgeburg, Merger Sub or any of their respective Affiliates or its or their 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, this Subscription Agreement any negotiations, or Contracts with Mountain or any of its Affiliates or its and (c) agrees it their respective Representatives or any other matters and will not seek recourse against the Trust Account with respect to any Released Claims; provided, however, that nothing in this Section 6 shall (x) 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with Mountain or its Affiliates). This Section 10.16 shall survive the termination of this Agreement for any amounts contained thereinreason.

Trust Account Waiver. Subscriber hereby acknowledges Reference is made to the IPO Prospectus. The Company and the Sellers understand that as described in the Company’s prospectus relating to its initial public offering dated November 3, 2021, the Company Parent has established a trust account (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) Account for the benefit of the Company’s public stockholders of the Parent and the underwriters of the IPOIPO pursuant to the Investment Management Trust Agreement and that the Parent may disburse monies from the Trust Account only for the purposes set forth in the Investment Management Trust Agreement (including a portion of the interest earned on the amounts held in the Trust Account in accordance with the Investment Management Trust Agreement). For and in consideration of the Company entering Parent agreeing to enter into this Subscription Agreement, the Company and for other good and valuable considerationthe Sellers each hereby agree that he, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that she or it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust Account in connection with this Agreement, the Additional Agreements or distributions therefromthe transactions contemplated hereby and hereby agrees that he, and shall she or it will not make any claim seek recourse against the Trust Account (including for any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against his Agreement, the Trust Account with respect Additional Agreements or the transactions contemplated hereby. Notwithstanding anything herein to any Released Claims; provided, however, that nothing the contrary in this Section 6 shall 13.13, but otherwise subject to the terms of this Agreement, (xi) 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber Seller or any of its affiliates commences their respective Affiliates may commence any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company a Purchaser Party or its representatives or affiliatesRepresentative, which proceeding seeks, in whole or in part, monetary relief against the Company a Purchaser Party or its representatives Representative, against assets or affiliates, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account (including any funds released from the Trust Account and assets that are acquired with such claim funds other than distributions to Parent’s public stockholders in an Extension Redemption or Closing Redemption or a liquidation of the Parent if it does not consummate its initial Business Combination prior to its deadline to do so), and (ii) nothing in this Section 13.13 shall not permit Subscriber limit or its affiliates (prohibit the Company, any Seller or any person claiming on any of their behalves or in lieu of any of them) to have any respective Affiliates from pursuing a claim against the Trust Account (including any distributions therefrom) a Purchaser Party for specific performance or any amounts contained thereinother equitable relief.

Trust Account Waiver. Subscriber hereby Each of Parent, Polestar Singapore, Polestar Sweden, ListCo and Merger Sub acknowledges that as described in GG is a blank check company with the Companypower and privileges to effect a business combination, and that such Party has read the IPO Prospectus, GG SEC Reports, GG’s prospectus relating to its initial public offering dated November 3, 2021, Governing Documents and the Company Trust Agreement and understands that GG has established a trust account (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) Account described therein for the benefit of the CompanyGG’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. Each of Parent, Polestar Singapore, Polestar Sweden, ListCo and Merger Sub further acknowledges that, if the Transactions, or, in the event this Agreement is terminated pursuant to its terms, another business combination, is not consummated by March 22, 2023 or such later date as is approved by the stockholders of GG to complete a business combination, GG shall be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, each of Parent, Polestar Singapore, Polestar Sweden, ListCo and Merger Sub (on behalf of itself and its Affiliates), notwithstanding anything to the underwriters of the IPO. For and contrary in consideration of the Company entering into this Subscription Agreement, and for other good and valuable considerationhereby waives any past, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest present or future claim of any kind in or against, and any right to any assets held in access, the Trust Account or distributions therefromto collect from the Trust Account any monies that may be owed to them by GG or any of its Affiliates for any reason whatsoever, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to at any Released Claimstime for any reason whatsoever, including for any Willful Breach of this Agreement; provided, however, provided that nothing in this Section 6 herein shall (x) serve to limit or prohibit SubscriberParent’s, Polestar Singapore’s, Polestar Sweden’s, ListCo’s or Merger Sub’s right to pursue a claim against the Company GG or any of its Affiliates for legal relief against assets held outside of the Trust Account (including from and after the consummation of a business combination other than as contemplated by this Agreement) or pursuant to Section 11.14 for specific performance or other injunctive relief (so long as such claim would not affect the CompanyGG’s ability to fulfill its obligation to effectuate redemption obligations). This Section 6.02 shall survive the termination of this Agreement for any redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Subscriber hereby The Company acknowledges that as described in the Company’s prospectus relating to its initial public offering dated November 3, 2021, the Company Artius has established a trust account the Trust Account for the benefit of its public Artius Stockholders and certain other parties (including the “Trust Account”) containing the proceeds underwriters of its initial public offering (the “Artius IPO”) )), which holds proceeds of its initial public offering and from certain private placements occurring simultaneously with the IPO initial public offering (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders and the underwriters of the IPO). For and in consideration of the Company Artius entering into this Subscription Agreement, Agreement and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber the Company, for itself and its Subsidiaries and Affiliates it has the authority to bind, hereby (a) agrees that that, notwithstanding anything in this Agreement to the contrary, it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets in the Trust Account (or distributions therefrom to (i) the public Artius Stockholders upon the redemption of their shares and (ii) the underwriters of Artius’ initial public offering in respect of their deferred underwriting commissions held in the Trust Account or distributions therefromAccount, in each case as set forth in the Trust Agreement (collectively, the “Trust Distributions”)), and shall not make hereby waives any claim claims it has or may have at any time solely against the Trust Account (including any distributions therefrom), arising out of this Subscription Agreement the Trust Distributions) (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”), (bliability) irrevocably waives any Released Claims that it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any discussions, contracts or agreements (including this Subscription Agreement and (cthe Subscription Agreements) agrees it between Artius, on the one hand, and the Company, on the other hand, and will not seek recourse against the Trust Account with respect to (including the Trust Distributions) for any Released Claimsreason whatsoever; provided, however, that nothing in this Section 6 the foregoing waiver shall (x) serve to not limit or prohibit Subscriber’s right to pursue the Company or such Affiliates from pursuing 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, relief in connection with the Transactions or the Ancillary Agreements (y) serve including any claim for Artius to limit or prohibit any claims that Subscriber may have in specifically perform its obligations under this Agreement and cause the future against disbursement of the Company’s assets or funds that are not held balance of the cash remaining 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 Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any meansAccount). Subscriber The Company agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates Artius to induce the Company Artius to enter into in this Subscription Agreement, and Subscriber the Company further intends and understands such waiver to be valid, binding and enforceable against Subscriber the Company and each of its affiliates Affiliates that it has the authority to bind under applicable lawLaw. To the extent Subscriber the Company or any of its affiliates Affiliates that the Company has the authority to bind commences any action or proceeding against Artius or any of its Affiliates based upon, in connection with, relating to or arising out of any matter relating to the Company Artius, its Affiliates or its representatives or affiliatesrepresentatives, which proceeding Proceeding seeks, in whole or in part, monetary relief against Artius, its Affiliates or its representatives, the Company or its representatives or affiliates, Subscriber hereby acknowledges and agrees that Subscriberthe Company’s and its affiliatessuch Affiliates’ sole remedy shall be against funds held outside assets of Artius or such Affiliate or representatives not in the Trust Account at such time and that such claim shall not permit Subscriber the Company or its affiliates such Affiliates (or any person Person claiming on any of their behalves or in lieu of any of thembehalves) to have any claim against the Trust Account (including any distributions therefromthe Trust Distributions) or any amounts contained thereinin the Trust Account while in the Trust Account.

Trust Account Waiver. Subscriber hereby acknowledges that as described in Reference is made to the Company’s final IPO prospectus relating to its initial public offering of Buyer, dated November 3September 10, 2021, the Company has established a trust account 2019 (the “Prospectus”). The Company Group and the Existing Equityholders understand that Buyer has established 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) Account for the benefit of the Company’s public stockholders of Buyer and the underwriters of the IPOIPO pursuant to the Investment Management Trust Agreement and that, except for a portion of the interest earned on the amounts held in the Trust Account, Buyer may disburse monies from the Trust Account only for the purposes set forth in the Investment Management Trust Agreement. For and in consideration of Buyer agreeing to enter into this Agreement, the Company entering into this Subscription AgreementGroup and the Existing Equityholders each hereby agree that he, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that she or it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust Account and hereby agrees that he, she or distributions therefrom, and shall it will not make any claim seek recourse against the Trust Account (including for any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against any negotiations, contracts or agreements with Buyer. Notwithstanding the Trust Account with respect to any Released Claims; providedforegoing, however, that nothing in this Section 6 shall (x) nothing herein shall serve to limit or prohibit Subscriberthe Company Group’s or the Existing Equityholders’ right to pursue a claim against the Company Buyer for legal relief against monies or other assets that are held outside the Trust Account (and other than distributions from the Trust Account directly or indirectly to the Buyer’s stockholders, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated by this Agreement so long as such claim would not affect the CompanyBuyer’s ability to fulfill its obligation obligations to effectuate any redemption right with respect to any securities the redemptions of the Company), for specific performance Buyer Units or other equitable relief, Buyer Common Stock or comply with the Investment Management Trust Agreement or Buyer’s Organizational Documents and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company Group and the Existing Equityholders may have in the future against the CompanyBuyer’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) (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 (z) be deemed to limit Subscriber’s right to other than distributions from the Trust Account in accordance with the Companydirectly or indirectly to Buyer’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinpublic stockholders.

Trust Account Waiver. Subscriber hereby The Company acknowledges that Parent is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the Companyprospectus of Parent dated October 5, 2018 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Parent assets consist of the cash proceeds of Parent’s prospectus relating to its initial public offering dated November 3, 2021, and substantially all of those proceeds have been deposited in the Company has established a trust account (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) Account for the benefit of the Company’s Parent, certain of its public stockholders and the underwriters of Parent’s initial public offering. The Company acknowledges that it has been advised by Parent that, except with respect to interest earned on the IPOfunds held in the Trust Account that may be released to Parent to pay its franchise tax, income tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Parent completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if Parent fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Parent in limited amounts to permit Parent to pay the costs and expenses of its liquidation and dissolution, and then to Parent’s public stockholders; and (iii) if Parent holds a shareholder vote to amend Parent’s certificate of incorporation and bylaws to modify the substance or timing of the obligation to redeem 100% of Parent Common Stock if Parent fails to complete a Business Combination within the allotted time period, then for the redemption of any Parent Common Stock properly tendered in connection with such vote. For and in consideration of the Company Parent entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any assets held monies in the Trust Account or any distributions therefrom, therefrom and shall agree not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, contracts or agreements with respect to any Released ClaimsParent; provided, however, provided that nothing in this Section 6 shall (x) nothing herein shall serve to limit or prohibit Subscriberthe Company’s right to pursue a claim against the Company Parent for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Parent to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemptions) to the Securityholders in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the CompanyParent’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company)Redemptions, or for specific performance or other equitable relief, fraud and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company may have in the future against the CompanyParent’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) (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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means). 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.104

Trust Account Waiver. Subscriber hereby acknowledges that as described in Reference is made to the Company’s final IPO prospectus relating to its initial public offering of Buyer, dated November 3May 27, 2021, the Company has established a trust account 2021 (the “Prospectus”). The Company Group and the Existing Equityholders understand that Xxxxx has established 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) Account for the benefit of the Company’s public stockholders of Buyer and the underwriters of the IPOIPO pursuant to the Investment Management Trust Agreement and that, except for a portion of the interest earned on the amounts held in the Trust Account, Buyer may disburse monies from the Trust Account only for the purposes set forth in the Investment Management Trust Agreement. For and in consideration of Buyer agreeing to enter into this Agreement, the Company entering into this Subscription AgreementGroup and the Existing Equityholders each hereby agree that he, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that she or it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust Account and hereby agrees that he, she or distributions therefrom, and shall it will not make any claim seek recourse against the Trust Account (including for any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against any negotiations, contracts or agreements with Buyer. Notwithstanding the Trust Account with respect to any Released Claims; providedforegoing, however, that nothing in this Section 6 shall (x) nothing herein shall serve to limit or prohibit Subscriberthe Company Group’s or the Existing Equityholders’ right to pursue a claim against the Company Buyer for legal relief against monies or other assets that are held outside the Trust Account (and other than distributions from the Trust Account directly or indirectly to Buyer’s stockholders, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated by this Agreement so long as such claim would not affect the CompanyBuyer’s ability to fulfill its obligation obligations to effectuate any redemption right with respect to any securities the redemptions of the Company), for specific performance Buyer Units or other equitable relief, Buyer Common Stock or comply with the Investment Management Trust Agreement and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company Group and the Existing Equityholders may have in the future against the CompanyBuyer’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) (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 (z) be deemed to limit Subscriber’s right to other than distributions from the Trust Account in accordance with the Companydirectly or indirectly to Buyer’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinpublic stockholders.

Trust Account Waiver. Subscriber hereby The Company and each Seller acknowledges and understands that as described in the Company’s prospectus relating to its initial public offering dated November 3, 2021, the Company SPAC has established a trust account (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) Account described therein for the benefit of the CompanySPAC’s public stockholders and that disbursements from the underwriters Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company and each Seller further acknowledges that, if the Transactions, or, in the event of the IPO. For and in consideration a termination of the Company entering into this Subscription Agreement, and for other good and valuable considerationanother Business Combination, are not consummated on or before June 13, 2024 (subject to extensions as approved by the receipt and sufficiency of which are hereby acknowledgedSPAC Stockholders), Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or SPAC will be obligated to any assets return to its public shareholders the amounts being held in the Trust Account or distributions therefromAccount. Accordingly, the Company and shall not make each Seller, on behalf of itself and its Affiliates hereby irrevocably waives any claim against the Trust Account claims (including any distributions therefrom), arising out of this Subscription Agreement regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (liability) of any kind in or to any monies in the Trust Account and all such claims are collectively referred agrees not to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it may have seek recourse against the Trust Account (including or any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and or the Transactions with SPAC; provided that (ca) agrees it will not seek recourse against the Trust Account with respect to any Released Claims; provided, however, that nothing in this Section 6 herein shall (x) serve to limit or prohibit Subscriberthe Company’s and each Seller’s right to pursue a claim against the Company SPAC for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Share Redemptions) to the Company and each Seller in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the CompanySPAC’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company)SPAC Share Redemptions, or for specific performance or other equitable relief, fraud and (yb) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company and each Seller may have in the future against the CompanySPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account Account. The Company and 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. Subscriber each Seller agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by SPAC and its Affiliates to induce SPAC to enter in this Agreement, and the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber each Seller further intends and understands such waiver to be valid, binding and enforceable against Subscriber such party and each of its affiliates Affiliates under applicable lawLaw. To This Section 14.1 shall survive the extent Subscriber or termination of this Agreement for 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Subscriber hereby The Company acknowledges that Parent is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the Companyprospectus dated August 9, 2021 (the “Prospectus”) available at wxx.xxx.xxx, substantially all of Parent’s prospectus relating to its assets consist of the cash proceeds of Parent’s initial public offering dated November 3, 2021, the Company has established and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of Parent, certain of its public stockholders and the underwriters of Parent’s initial public offering (the “Trust Account”). The Company acknowledges that it has been advised by Parent that, except with respect to interest earned on the funds held in the Trust Account that may be released to Parent to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) containing if Parent completes one or more transactions that constitute a Business Combination, then to those Persons and in such amounts as described in the proceeds Prospectus; (ii) if Parent fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Parent in limited amounts to permit Parent to pay the costs and expenses of its initial liquidation and dissolution, and then to Parent’s public offering stockholders; and (iii) if Parent holds a shareholder vote to amend Parent’s amended and restated memorandum and articles of association to modify the “IPO”) and from certain private placements occurring simultaneously with substance or timing of the IPO (including interest accrued from obligation to redeem 100% of the shares of Parent Common Stock if Parent fails to complete a Business Combination within the allotted time to time thereon) period, then for the benefit redemption of the Company’s public stockholders and the underwriters any shares of the IPOParent Common Stock properly tendered in connection with such vote. For and in consideration of the Company Parent entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now and agrees not to seek recourse against the Trust Account or in the future any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, Contracts or agreements with respect to any Released ClaimsParent; provided, however, that nothing in this Section 6 shall (x) that nothing herein shall serve to limit or prohibit Subscriberthe Company’s right to pursue a claim against the Company Parent for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for Parent to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Parent Share Redemptions) to Parent in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the CompanyParent’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company)Parent Share Redemptions, for specific performance or other equitable relief, and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company may have in the future against the CompanyParent’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to Parent and 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means). Subscriber The Company agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates Parent to induce the Company it to enter into in this Subscription Agreement, and Subscriber the Company further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable lawLaw. To the extent Subscriber or any of its affiliates the Company commences any action Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its representatives or affiliatesParent, which proceeding seeks, in whole or in part, monetary relief against Parent, the Company or its representatives or affiliates, 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 the Company (or any person party claiming on any of their behalves the Company’s behalf or in lieu of any of themthe Company) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company commences any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the holders of Parent Common Stock, whether in the form of money damages or injunctive relief, the prevailing party shall be entitled to recover from the other party the associated legal fees and costs in connection with any such Action.

Trust Account Waiver. Subscriber hereby Each of the Company Parties acknowledges that SPAC is a blank check company with the powers and privileges to effect a Business Combination. Each of the Company Parties further acknowledges that, as described in the Companyprospectus dated April 29, 2022, available at wxx.xxx.xxx, substantially all of SPAC assets consist of the cash proceeds of SPAC’s prospectus relating to its initial public offering dated November 3, 2021, the Company has established and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of SPAC, certain of its public shareholders and the underwriters of SPAC’s initial public offering (the “Trust Account”) containing ). Each of the proceeds of its initial public offering (Company Parties acknowledges that it has been advised by SPAC that funds in the “IPO”) and from certain private placements occurring simultaneously Trust Account may be disbursed only in accordance with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyTrust Agreement and SPAC’s public stockholders and the underwriters of the IPOGoverning Documents. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber each of the Company Parties hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agree not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, Contracts or agreements with respect to any Released ClaimsSPAC; provided, however, that nothing in this Section 6 shall (x) nothing herein shall serve to limit or prohibit Subscriberthe Company’s right to pursue a claim against the Company SPAC for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Shareholder Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the CompanySPAC’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company)SPAC Shareholder Redemptions, or for specific performance or other equitable relieffraud, and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company may have in the future against the CompanySPAC’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) (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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein).

Trust Account Waiver. Such Subscriber hereby acknowledges that the Issuer is a blank check company with the powers and privileges to effect a Business Combination. Such Subscriber further acknowledges that, as described in the Companyprospectus dated February 12, 2021 (the "Prospectus") available at wxx.xxx.xxx, substantially all of the Issuer’s prospectus relating to its assets consist of the cash proceeds of the Issuer’s initial public offering dated November 3, 2021, and private placements of its securities and substantially all of those proceeds have been deposited in a the Company has established a trust account (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 Company’s Issuer, certain of its public stockholders and the underwriters of the IPOIssuer’s initial public offering (the "Trust Account"). Such Subscriber acknowledges that it has been advised by the Issuer that, except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if the Issuer completes the transactions which constitute a Business Combination, then to those Persons (as defined in the Merger Agreement) and in such amounts as described in the Prospectus; (b) if the Issuer fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Investment Management Trust Agreement, dated as of April 21, 2020, between the Issuer and Continental Stock Transfer & Trust Company, as trustee (the "Trustee") (the "Trust Agreement"), to the Issuer in limited amounts to permit the Issuer to pay the costs and expenses of its liquidation and dissolution, and then to the Issuer’s public stockholders; and (c) if the Issuer holds a shareholder vote to amend the Issuer’s amended and restated memorandum and articles of association to modify the substance or timing of the obligation to redeem 100% of the Class A common stock if the Issuer fails to complete a Business Combination within the allotted time period, then for the redemption of any of the Class A common stock properly tendered in connection with such vote. For and in consideration of the Company Issuer entering into this Redemption Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, such Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agrees not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Redemption Subscription Agreement and (c) agrees it will not seek recourse against any negotiations, Contracts with the Trust Account with respect to any Released Claims; Issuer; provided, however, that nothing in this Section 6 shall (x) nothing herein shall serve to limit or prohibit such Subscriber’s right to pursue a claim against the Company Issuer for legal relief against monies or other 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 redemption right with respect to any securities of the Company)Account, for specific performance or other equitable relief, relief in connection with the consummation of the Transactions or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that such Subscriber may have in the future against the CompanyIssuer’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) (so long as such claim would not affect ). This Section 7 shall survive the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities termination of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. Subscriber agrees and acknowledges that such irrevocable waiver is material to this Redemption Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber or for 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Subscriber hereby acknowledges that as described in Reference is made to the Company’s final prospectus relating to its initial public offering dated November 3of SPAC, 2021filed with the SEC (File No. 333-252802) on February 25, 2021 (the “SPAC Prospectus”). Each of the Company Parties acknowledges, agrees and understands that SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “SPAC IPO”) and from certain private placements occurring simultaneously with the SPAC IPO (including interest accrued from time to time thereon) for the benefit of the CompanySPAC’s public stockholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the underwriters SPAC Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their SPAC Shares in connection with the consummation of SPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if SPAC fails to consummate a Business Combination within eighteen (18) months after the closing of the SPAC IPO, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay for any franchise and income taxes, or (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber the Company hereby (a) agrees that it on behalf of itself, its stockholders, and its Affiliates that, none of the Company, its stockholders nor any of its Affiliates does not now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust Account or distributions therefrom, and shall not or make any claim against the Trust Account (including any distributions therefrom), arising out 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 SPAC or any of its Representatives, 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”). Each Company Party on behalf of itself, (b) its stockholders and its Affiliates hereby irrevocably waives any Released Claims that it or any of its Representatives or Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement any negotiations, contracts or agreements with SPAC or its Representatives and (c) agrees it will not seek recourse against the Trust Account with respect to any Released Claims; provided, however, that nothing in this Section 6 shall (x) 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with SPAC or any amounts contained therein.its Affiliates). * * * * * *

Trust Account Waiver. Subscriber hereby The Equityholder acknowledges that DSAC is a blank check company with the powers and privileges to effect a Business Combination. The Equityholder further acknowledges that, as described in the Companyprospectus dated October 28, 2020 (the “Prospectus”), substantially all of DSAC’s prospectus relating to its assets consist of the cash proceeds of DSAC’s initial public offering dated November 3, 2021, the Company has established a trust account (the “Trust Account”) containing the proceeds and private placements of its initial public offering (securities and substantially all of those proceeds have been deposited in the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) Trust Account for the benefit of the Company’s DSAC, certain of its public stockholders shareholders and the underwriters of DSAC’s initial public offering. The Equityholder acknowledges that it has been advised by DSAC that, except with respect to interest earned on the IPOfunds held in the Trust Account that may be released to DSAC to pay its income and franchise Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if DSAC completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (ii) if DSAC fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement and the DSAC Governing Document, to DSAC to permit DSAC to pay the costs and expenses of its dissolution, and then to DSAC’s public shareholders. For and in consideration of the Company DSAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Equityholder hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agree not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, contracts or agreements with respect to DSAC or any Released Claimsother Person; provided, however, that nothing in this Section 6 15 shall amend, limit, alter, change, supersede or otherwise modify the right of the Equityholder to (xA) serve to limit bring any action or prohibit Subscriber’s right to pursue actions for specific performance, injunctive and/or other equitable relief or (B) bring or seek a claim for Damages against the Company DSAC, or any of its successors or assigns, for legal relief any breach of this Agreement (but such claim shall not be 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 distributed 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 Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities holders of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account DSAC Ordinary Shares in accordance with the Company’s amended DSAC Governing Document and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinAgreement).

Trust Account Waiver. Notwithstanding anything else in this Subscription Agreement, the Subscriber hereby acknowledges that as described in he has read the Company’s prospectus relating to its initial public offering dated November 3February 6, 2021, 2019 (the Company “Prospectus”) and understands that Monocle has established a trust account (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 Company’s public stockholders of Monocle (the “Monocle Stockholders”) and that Monocle may disburse monies from 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 Trust Account only (a) agrees that it does to Monocle in limited amounts from time to time in order to permit Monocle to pay its operating expenses, (b) if Monocle completes the transactions which constitute its initial business combination, then to those persons and in such amounts as described in the Prospectus, and (c) if Monocle fails to complete its initial business combination within the allotted time period and liquidates to Monocle in limited amounts to permit Monocle to pay the costs and expenses of its liquidation and dissolution, and then to the Monocle Stockholders. All liabilities and obligations of Monocle due and owing or incurred at or prior to the closing of its initial business combination shall be paid as and when due, including all amounts payable (x) to the Monocle Stockholders in the event they elect to have their shares redeemed in accordance with Monocle’s certificate of incorporation (the “Monocle Charter”) and/or the liquidation of Monocle, (y) to Monocle after, or concurrently with, the consummation of its initial business combination, and (z) to Monocle in limited amounts for its operating expenses and tax obligations incurred in the ordinary course of business consistent with past practice. Subscriber further acknowledge that, if the transactions contemplated by the Transaction Agreement (or, upon termination of the Transaction Agreement, another business combination) are not now consummated by February 11, 2021, or such date as determined by amending the Monocle Charter, Monocle will be obligated to return to the Monocle Stockholders the amounts being held in the Trust Account, unless such date is otherwise extended. Upon the Transaction Closing, Monocle shall cause the Trust Account to be disbursed to the Company and shall not at any time hereafter have any rightas otherwise contemplated by the Transaction Agreement. Accordingly, the Subscriber, for himself and his representatives, advisors and all other associates and affiliates (each a “Subscriber Related Party”), hereby waive all rights, title, interest or claim of any kind in or to any assets held in collect from the Trust Account any monies that may be owed to them by Monocle or distributions therefrom, and shall not make the Company for any claim against the Trust Account (including any distributions therefrom), reason whatsoever arising out of this Subscription Agreement, including for a breach of this Subscription Agreement regardless of whether such claim arises based on contract, tort, equity by Monocle or the Company or any other theory of legal liability negotiations, agreements or understandings with Monocle or the Company (any and all such claims are collectively referred to hereafter as whether in the past, present or future) in connection with this Subscription Agreement (each a “Released ClaimsClaim”), (b) irrevocably waives any Released Claims that it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account in connection with respect to such Claims at any Released Claimstime for any reason whatsoever; provided, however, that (i) nothing in this Section 6 herein shall (x) serve to limit or prohibit Subscribera Subscriber Related Party’s right to pursue a claim Claim against Monocle or 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 redemption right with respect to any securities of the Company)Account, for specific performance or other equitable relief, and (yii) nothing herein shall serve to limit or prohibit any claims Claims that a Subscriber Related Party may have in the future against Monocle or 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 any assets that have been purchased or acquired with any such funds) (so long as ), or otherwise by virtue of such claim would Subscriber Related Party’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this Subscription Agreement, including, but not affect the Company’s ability to fulfill its obligation to effectuate limited to, any redemption right with respect to any such securities of the Company) or (z) be deemed to limit Subscriber’s right to distributions from . This paragraph will survive the Trust Account in accordance with the Company’s amended and restated certificate termination of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber or for 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Subscriber hereby The Company acknowledges that Silver Spike is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the Companyprospectus dated August 7, 2019 (the “Prospectus”), substantially all of Silver Spike’s prospectus relating to its assets consist of the cash proceeds of Silver Spike’s initial public offering dated November 3, 2021, the Company has established a trust account (the “Trust Account”) containing the proceeds and private placements of its initial public offering (securities and substantially all of those proceeds have been deposited in the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) Trust Account for the benefit of the Company’s Silver Spike, certain of its public stockholders shareholders and the underwriters of Silver Spike’s initial public offering. The Company acknowledges that it has been advised by Silver Spike that, except with respect to interest earned on the IPOfunds held in the Trust Account that may be released to Silver Spike to pay its income and franchise Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if Silver Spike completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (b) if Silver Spike fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement and the Silver Spike Governing Document, to Silver Spike to permit Silver Spike to pay the costs and expenses of its dissolution, and then to Silver Spike’s public shareholders. For and in consideration of the Company Silver Spike entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agree not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, contracts or agreements with respect to Silver Spike or any Released Claimsother Person; provided, however, that nothing in this Section 6 ‎Section 7.04 shall amend, limit, alter, change, supersede or otherwise modify the right of the Company or the Holder Representative to (xi) serve to limit bring any action or prohibit Subscriber’s right to pursue actions for specific performance, injunctive and/or other equitable relief or (ii) bring or seek a claim for Damages against the Company Silver Spike, or any of its successors or assigns, for legal relief any breach of this Agreement (but such claim shall not be 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 distributed 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 Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities holders of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account Silver Spike Ordinary Shares in accordance with the Company’s amended Silver Spike Governing Document and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinAgreement).

Trust Account Waiver. Subscriber hereby acknowledges that as described Notwithstanding anything to the contrary set forth in the Company’s prospectus relating to its initial public offering dated November 3, 2021this Agreement, the Company and each Acquisition Entity acknowledges that it has read the publicly filed final prospectus of SPAC, filed with the SEC on October 2, 2020 (File No. 333-248762), 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 a the trust account described therein (the “Trust Account”) containing for the benefit of SPAC’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company and each Acquisition Entity further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of its SPAC’s initial public offering (the “IPO”) and from certain private placements of its securities occurring simultaneously with the IPO (including interest accrued from time to time thereon) IPO, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of the Company’s its public stockholders and the underwriters of the IPOshareholders. For and in consideration of Accordingly, the Company entering into this Subscription Agreement(on behalf of itself and its Affiliates) and each Acquisition Entity hereby waives any past, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest present or future claim of any kind in or to any assets held in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of this Subscription Agreement regardless against, and any right to access, the Trust Account, any trustee 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 (including and SPAC to collect from the Trust Account any distributions therefrom) now monies that may be owed to them by SPAC or in the future as a result ofany of its Affiliates for any reason whatsoever, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to at any Released Claims; providedtime for any reason whatsoever, howeverincluding, that nothing in this Section 6 shall (x) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company without limitation, 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 redemption right with respect to knowing and intentional material breach by any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. Subscriber agrees and acknowledges that such irrevocable waiver is material parties to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber or any of its affiliates commences any action representations or proceeding based uponwarranties as set forth in this Agreement, in connection with, relating to or arising out of any matter relating to the Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, Subscriber hereby acknowledges and agrees that Subscribersuch party’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 material breach of any of them) 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 have 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; This Section 11.1 shall survive the termination of this Agreement for any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Subscriber hereby acknowledges that as described in it has read the Company’s prospectus relating to its initial public offering dated November 3, 2021, SVF Trust Agreement and understands that the Company Issuer has established a the 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 CompanyIssuer’s public stockholders and that disbursements from the underwriters Trust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges and agrees that the Issuer’s sole assets consist of the IPOcash proceeds of the 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. For Accordingly, for and in consideration of the Company Issuer entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, and notwithstanding anything to the contrary in this Subscription Agreement, the Merger Agreement or the Transaction Documents, Subscriber (on behalf of itself and its Affiliates) hereby (a) agrees that it does not now and shall not at irrevocably waives any time hereafter have any rightpast, title, interest present or future claim of any kind in or to any assets held in the Trust Account or distributions therefromagainst, and shall not make any claim against right to access, the Trust Account (including any distributions therefrom), arising out any trustee of this Subscription Agreement regardless of whether such claim arises based on contract, tort, equity the Trust Account or the Issuer to collect from the Trust Account (including any distributions therefrom) any monies that may be owed to it by the Issuer or any other theory of legal liability (its Affiliates for any reason whatsoever, and all such claims are collectively referred to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it may have will not seek recourse against the Trust Account (including any distributions therefrom) now or at any time, in the future as a result of, or arising out of, connection with this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to any “Released Claims”), 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 6 8 shall (x) serve be deemed to limit or prohibit Subscriber’s right right, title, interest or claim to pursue a claim against the Company for legal relief against assets held outside the Trust Account (so long as by virtue of such claim would 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 affect the Company’s ability to fulfill its obligation to effectuate limited to, any redemption right with respect to any such securities of the Company)Issuer. Nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest in or claim (i) to assets held outside the Trust Account, for specific performance or other equitable relief, or (yii) serve to limit or prohibit any claims that Subscriber may have in the future against the Company’s assets or for 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 Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company) , or (ziii) be deemed to limit Subscriber’s right to distributions from funds held in the Trust Account in accordance with by virtue of Subscriber’s record or beneficial ownership of shares of Common Stock of the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares Issuer acquired by any meansmeans 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 Issuer and its affiliates Affiliates to induce the Company Issuer to enter into in this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates Affiliates under applicable lawLaw. 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 Company or its representatives or affiliatesReleased Claims, which proceeding seeks, in whole or in part, monetary relief against the Company Issuer or its representatives or affiliatesRepresentatives, 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 its behalf or in lieu of any of themit) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything to the contrary in this Subscription Agreement, the Merger Agreement, or any Transaction Document, this Section 8 shall survive indefinitely, including the termination of this Subscription Agreement for any reason.

Trust Account Waiver. Subscriber hereby Notwithstanding anything to the contrary set forth in this Agreement, each of the Company, Merger Sub I and Merger Sub II acknowledges that as described in it has read the Company’s prospectus relating to its initial public offering dated November 3IPO Prospectus, 2021including the Trust Agreement, the Company and understands that SPAC has established a the trust account described therein (the “Trust Account”) containing for the benefit of SPAC’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Each of the Company, Merger Sub I and Merger Sub II further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of its initial public offering (the “IPO”) IPO and the overallotment shares acquired by SPAC’s underwriters and from certain private placements of its securities occurring simultaneously with the IPO (including interest accrued from time to time thereon) IPO, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of the CompanySPAC’s public stockholders and shareholders (the underwriters of the IPO“Public Shareholders”). For Accordingly, for and in consideration of the Company SPAC entering into this Subscription Agreement, Agreement and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber the Company, (on behalf of itself and its Affiliates) Merger Sub I and Merger Sub II hereby (a) agrees that it does not now and shall not at waives any time hereafter have any rightpast, title, interest present or future claim of any kind in or to any assets held in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of this Subscription Agreement regardless against, and any right to access, the Trust Account, any trustee of whether such claim arises based on contractthe Trust Account, tortSPAC, equity or Sponsor and any other theory of legal liability (any and all such claims are collectively referred their Affiliates, to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it may have against collect from the Trust Account (including any distributions therefrom) now monies that may be owed to them by SPAC or in the future as a result ofany of its Affiliates for any reason whatsoever, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to Account, any Released Claims; provided, however, that nothing in this Section 6 shall (x) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company for legal relief against assets held outside trustee of the 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 the Company)Account, for specific performance or other equitable reliefSPAC, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber Sponsor or any of its affiliates commences their Affiliates at any action or proceeding based upontime for any reason whatsoever, in connection with, relating to or arising out of including for any matter relating to the Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, Subscriber hereby acknowledges knowing and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside intentional breach by any 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 Parties to this Agreement of any of them) 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 have 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. This Section 9.1 shall survive the termination of this Agreement for any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Subscriber hereby The Company acknowledges that SPAC is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the Company’s prospectus relating to IPO Prospectus available at xxx.xxx.xxx, substantially all of the SPAC assets consist of the cash proceeds of the IPO and private placements of its initial public offering dated November 3, 2021, the Company has established securities and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s SPAC, certain of its public stockholders shareholders and the underwriters of the IPO. The Company acknowledges that it has been advised by the SPAC that, except with respect to interest earned on the funds held in the Trust Account that may be released to the SPAC to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only if (i) the SPAC completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the IPO Prospectus; (ii) if the SPAC fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to the SPAC in limited amounts to permit the SPAC to pay the costs and expenses of its liquidation and dissolution, and then to SPAC’s public shareholders; and (iii) if the SPAC Board proposes any amendment to Article 36 of the SPAC Memorandum and Articles or to any of the other rights of the SPAC shares as set out at Article 2.5 thereof prior to, but not for the purposes of approving or in conjunction with the consummation of, a Business Combination that would affect the substance or timing of the SPAC's obligations as described in Article 36 thereof to pay or to offer to pay the Per-Share Redemption Price (as defined in the SPAC Memorandum and Articles) to any holder of the Public Shares (as defined in the SPAC Memorandum and Articles) and such amendment is duly approved in accordance with the SPAC Memorandum and Articles, then for the redemption of any of the eligible SPAC Class A Ordinary Shares properly tendered in connection with such vote. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agree not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, Contracts or agreements with respect to any Released ClaimsSPAC; provided, however, that (i) nothing in this Section 6 herein shall (x) serve to limit or prohibit Subscriberthe Company’s right to pursue a claim against the Company SPAC for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for the SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to SPAC share redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the CompanySPAC’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company), for specific performance or other equitable relief, SPAC share redemptions; and (yii) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company may have in the future against the CompanySPAC’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) (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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein).

Trust Account Waiver. Subscriber hereby acknowledges that the 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 CompanyIssuer’s prospectus relating to its initial public offering dated November 3October 26, 20212021 (the “Prospectus”), available at wxx.xxx.xxx, substantially all of the Company has established Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s Issuer, its public stockholders shareholders and the underwriters of the IPOIssuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer 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 the Company Issuer entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber Subscriber, on behalf of itself and its affiliates, hereby (a) agrees that it does not now irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind in they have or to any assets held may have in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), future arising out of this Subscription Agreement Agreement, in or to any monies held in the Trust Account, and agrees not to seek recourse 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 (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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to any Released Claimsliability; provided, however, that nothing in this Section 6 8 shall (xi) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company Issuer 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 redemption right with respect to any securities of the Company)Account, for specific performance or other equitable relief, (yii) serve to limit or prohibit any claims that Subscriber may have in the future against the CompanyIssuer’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 (so long as iii) be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such claim would Subscriber’s record or beneficial ownership of SPAC Class A Shares acquired by any means other than pursuant to this Subscription Agreement, including, but not affect the Company’s ability to fulfill its obligation to effectuate limited to, any redemption right with respect to any such securities of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinIssuer.

Trust Account Waiver. Subscriber hereby acknowledges that the 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 CompanyIssuer’s prospectus relating to its initial public offering dated November 3September 10, 20212020 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of the Company has established Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s Issuer, its public stockholders shareholders and the underwriters of the IPOIssuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer 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 the Company Issuer entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber Subscriber, on behalf of itself and its representatives, hereby (a) agrees that it does not now irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind in they have or to any assets held may have in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), future arising out of this Subscription Agreement regardless of whether such claim arises based on contractAgreement, tortin or to any monies held in the Trust Account, equity or any other theory of legal liability (any and all such claims are collectively referred agrees not to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it may have seek recourse against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to any Released ClaimsAgreement; provided, however, that nothing in this Section 6 8 shall (x) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company Issuer for legal relief against assets held outside the Trust Account (so long as such claim would not affect the CompanyIssuer’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the CompanyIssuer), for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that the Subscriber may have in the future against the CompanyIssuer’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) (so long as such claim would not affect the CompanyIssuer’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the CompanyIssuer) or (z) be deemed to limit any of Subscriber’s right right, title, interest or claim to distributions from the Trust Account in accordance with by virtue of such Subscriber’s record or beneficial ownership of securities of the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares Issuer acquired by any means. Subscriber agrees and acknowledges that such irrevocable waiver is material means other than pursuant to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands including, but not limited to, any redemption right with respect to any such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside securities 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinIssuer.

Trust Account Waiver. Subscriber hereby Reference is made to the definitive proxy statement filed with the U.S. Securities and Exchange Commission (“SEC”) on November 13, 2023 (the “Proxy Statement”). The Investor has reviewed the Proxy Statement and acknowledges that as SPAC has established the trust account described in the Company’s prospectus relating to its initial public offering dated November 3, 2021, the Company has established a trust account Proxy Statement (the “Trust Account”) containing for the proceeds benefit of its the public shareholders (the “Public Shareholders”) and the underwriter (“Underwriter”) of SPAC’s initial public offering (the “IPO”) and that, except for certain exceptions described in the Proxy Statement, SPAC may disburse monies from certain private placements occurring simultaneously with the IPO trust account only: (including interest accrued from time i) to time thereon) for the benefit Public Shareholders in the event of the Company’s public stockholders redemption of their shares or the liquidation of SPAC; (ii) to SPAC and the underwriters Underwriters after the consummation of a business combination, as described in the IPOProxy Statement (a “Business Combination”), (iii) to the Public Shareholders in the event SPAC does not consummate a Business Combination prior to May 28, 2024 (assuming the exercise of all available extensions), or (iv) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay any taxes and up to $100,000 in dissolution expenses. 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 The Investor hereby acknowledged, Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust Account or distributions therefrom, (a “Claim”) and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of 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 hereby waives any Released Claims that Claim it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse any negotiations, contracts or agreements with SPAC or makes any Claim against the Trust Account with respect to for any Released Claims; provided, however, that nothing in this Section 6 shall (x) 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any meansreason whatsoever. Subscriber The Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company SPAC and its affiliates representatives to induce the Company SPAC to enter into this Subscription Agreement, and Subscriber the Investor further intends and understands such waiver to be valid, binding and enforceable against Subscriber the Investor and each of its affiliates representatives under applicable law. To the extent Subscriber 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 Company SPAC or its representatives or affiliatesrepresentatives, which proceeding seeks, in whole or in part, monetary relief against the Company SPAC or its representatives or affiliatesrepresentatives, Subscriber the Investor hereby acknowledges and agrees that Subscriber’s its and its representatives and affiliates’ sole remedy shall shall, except (i) as may be set forth in any definitive agreement or (ii) in connection with any rights or claims of the Investor or any of its related parties as a shareholder of SPAC to the extent related to or arising from any shares of the SPAC, including for the avoidance of doubt, any right to redeem its shares, be against funds held outside of the Trust Account and that such claim Claim shall not permit Subscriber the Investor, or its representatives or affiliates or shareholders (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Subscriber hereby Each of the Companies, the SIM Sellers and the Holder Representatives acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. Each of the Companies, the SIM Sellers and the Holder Representatives further acknowledges that, as described in the CompanyAcquiror’s prospectus relating to its initial public offering dated November 3September 15, 20212016 filed with the SEC on September 19, 2016, substantially all of Acquiror’s assets consist of the Company has established a trust account (the “Trust Account”) containing the cash proceeds of its Acquiror’s initial public offering (the “IPO”) and from certain private placements occurring simultaneously with of its securities and substantially all of those proceeds have been deposited in the IPO (including interest accrued from time to time thereon) Trust Account for the benefit of certain of its public shareholders. Each of the Company’s public stockholders Companies, the SIM Sellers and the underwriters Holder Representatives acknowledges that it has been advised by Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) to redeem Acquiror Common Shares included in the Acquiror Units sold in the IPO pursuant to the Acquiror Governing Documents, (b) upon completion of a Business Combination pursuant to the Acquiror Governing Documents or (c) if Acquiror fails to complete a Business Combination within the allotted time period and liquidates the Trust Account, subject to the terms of the IPOTrust Agreement and applicable Law. For and in consideration of the Company Acquiror entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber each of the Companies, the SIM Sellers and the Holder Representatives hereby (a) agrees that it does not now irrevocably waives any and shall not at any time hereafter have any all right, title, interest or claim interest, causes of action and claims of any kind in or to any assets held in the Trust Account or distributions therefromto, and shall not make any claim against and all right to seek payment of any amounts due to it out of, the Trust Account (including any distributions therefrom)each, arising out of 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 a “Released ClaimsClaim”), (b) and each of the Companies, the SIM Sellers and the Holder Representatives hereby irrevocably waives any Released Claims that Claim it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement or the Ancillary Agreements, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and (c) each of the Companies, the SIM Sellers and the Holder Representatives further agrees it will not to seek recourse recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account with respect to or any Released Claims; provided, however, that nothing in this Section 6 shall (x) 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 redemption right with respect to any securities of the Company), for specific performance monies or other equitable relief, (y) serve to limit or prohibit any claims that Subscriber may have in the future against the Company’s assets or funds that are not held in the Trust Account (including for any funds that have been released from reason whatsoever. Notwithstanding the Trust Account and any assets that have been purchased foregoing, nothing herein shall limit or acquired with any such funds) (so long as such claim would not affect restrict the Company’s ability to fulfill its obligation seek specific performance pursuant to effectuate any redemption right with respect to any securities of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinSection 14.15.

Trust Account Waiver. Subscriber hereby The Company acknowledges that BlueRiver is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the Companyprospectus dated January 28, 2021 (the “Prospectus”), substantially all of BlueRiver’s prospectus relating to its assets consist of the cash proceeds of BlueRiver’s initial public offering dated November 3, 2021, the Company has established a trust account (the “Trust Account”) containing the proceeds and private placements of its initial public offering (securities and substantially all of those proceeds have been deposited in the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) Trust Account for the benefit of the Company’s BlueRiver, certain of its public stockholders shareholders and the underwriters of BlueRiver’s initial public offering. The Company acknowledges that it has been advised by BlueRiver that, except with respect to interest earned on the IPOfunds held in the Trust Account that may be released to BlueRiver to pay its income and franchise Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if BlueRiver completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (b) if BlueRiver fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement and the BlueRiver Governing Document, to BlueRiver to permit BlueRiver to pay the costs and expenses of its dissolution, and then to BlueRiver’s public shareholders. For and in consideration of the Company BlueRiver entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agree not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, contracts or agreements with respect to BlueRiver or any Released Claimsother Person; provided, however, that nothing in this Section 6 ‎Section 7.04 shall amend, limit, alter, change, supersede or otherwise modify the right of the to (xi) serve to limit bring any action or prohibit Subscriber’s right to pursue actions for specific performance, injunctive and/or other equitable relief or (ii) bring or seek a claim for Damages against the Company BlueRiver, or any of its successors or assigns, for legal relief any breach of this Agreement (but such claim shall not be 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 distributed 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 Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities holders of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account BlueRiver Ordinary Shares in accordance with the Company’s amended BlueRiver Governing Document and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinAgreement).

Trust Account Waiver. Subscriber hereby Each of the Company Parties acknowledges that SPAC is a blank check company with the powers and privileges to effect a Business Combination. Each of the Company Parties further acknowledges that, as described in the Companyprospectus dated January 24, 2022, available at wxx.xxx.xxx, substantially all of SPAC assets consist of the cash proceeds of SPAC’s prospectus relating to its initial public offering dated November 3, 2021, the Company has established and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of SPAC, certain of its public shareholders and the underwriters of SPAC’s initial public offering (the “Trust Account”) containing ). Each of the proceeds of its initial public offering (Company Parties acknowledges that it has been advised by SPAC that funds in the “IPO”) and from certain private placements occurring simultaneously Trust Account may be disbursed only in accordance with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyTrust Agreement and SPAC’s public stockholders and the underwriters of the IPOGoverning Documents. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber each of the Company Parties hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agree not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, Contracts or agreements with respect to any Released ClaimsSPAC; provided, however, that nothing in this Section 6 shall (x) nothing herein shall serve to limit or prohibit Subscriberthe Company’s right to pursue a claim against the Company SPAC for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Shareholder Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the CompanySPAC’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company)SPAC Shareholder Redemptions, or for specific performance or other equitable relieffraud, and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company may have in the future against the CompanySPAC’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) (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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein).

Trust Account Waiver. Subscriber hereby The Company acknowledges that as described in the Companyit has read SPAC’s prospectus relating to its initial public offering final prospectus, dated November 3August 12, 2021, the Company other SPAC SEC Filings and the SPAC’s Governing Documents and understands that SPAC has established a trust account (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) Account described therein for the benefit of the CompanySPAC’s public stockholders shareholders and that disbursements from the underwriters Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the Transactions, or, in the event of the IPO. For and in consideration a termination of the Company entering into this Subscription Agreement, and for other good and valuable considerationanother Business Combination, are not consummated on or before December 17, 2023 (subject to extensions as approved by the receipt and sufficiency of which are hereby acknowledgedSPAC Stockholders), Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or SPAC will be obligated to any assets return to its public shareholders the amounts being held in the Trust Account or distributions therefromAccount. Accordingly, and shall not make the Company hereby waives any claim against the Trust Account claims (including any distributions therefrom), arising out of this Subscription Agreement regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (liability) of any kind in or to any monies in the Trust Account and all such claims are collectively referred agrees not to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it may have seek recourse against the Trust Account (including or any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and or the Transactions with SPAC; provided that (ca) agrees it will not seek recourse against the Trust Account with respect to any Released Claims; provided, however, that nothing in this Section 6 herein shall (x) serve to limit or prohibit Subscriberthe Company’s right to pursue a claim against the Company SPAC for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the CompanySPAC’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company)SPAC Share Redemptions, or for specific performance or other equitable relief, fraud and (yb) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company may have in the future against the CompanySPAC’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) (so long as such claim would not affect ). This Section 11.1 shall survive the Company’s ability to fulfill its obligation to effectuate termination of this Agreement for any redemption right with respect to any securities of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Subscriber hereby The Purchaser acknowledges that FPAC is a blank check company with the powers and privileges necessary or convenient to the conduct, promotion or attainment of the business or purposes of FPAC, including, but not limited to effecting a merger, asset acquisition, reorganization or similar business combination involving FPAC and one or more businesses or assets. The Purchaser further acknowledges that, as described in the Company’s FPAC prospectus relating to its initial public offering dated November 3June 11, 20212018 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of FPAC’s assets consist of the Company has established cash proceeds of FPAC’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s FPAC, its public stockholders and the underwriters of FPAC’s initial public offering. Except with respect to interest earned on the IPOfunds held in the Trust Account that may be released to FPAC to pay its tax obligations, if any, and for working capital, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Company FPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Purchaser hereby (a) agrees that it does not now irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind it has or may have in the future, in or to any assets monies held in the Trust Account or distributions therefromAccount, and shall agrees not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to any Released Claims; provided, Agreement. Provided however, that nothing in this Section 6 9 shall (x) 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriberthe Purchaser’s right right, title, interest or claim to distributions from the Trust Account in accordance with by virtue of the CompanyPurchaser’s amended and restated certificate record or beneficial ownership of incorporation in respect Shares of Class A Common Shares the Company acquired by any means. Subscriber agrees and acknowledges that such irrevocable waiver is material means other than pursuant to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Subscriber hereby acknowledges that it has read the Investment Management Trust Agreement, dated as described in the of December 9, 2020, by and between RMG II and Continental Stock Transfer & Trust Company’s prospectus relating to its initial public offering dated November 3, 2021a New York corporation, the Company and understands that RMG II has established a the 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 CompanyRMG II’s public stockholders and that disbursements from the underwriters Trust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges and agrees that RMG II’s sole assets consist of the IPO. For cash proceeds of RMG II’s initial public offering and in consideration private placements of the Company entering into this Subscription Agreementits securities, and that substantially all of these proceeds have been deposited in the Trust Account for other good and valuable consideration, the receipt and sufficiency benefit of which are hereby acknowledgedits public stockholders. Accordingly, Subscriber (on behalf of itself and its affiliates) hereby (a) agrees that it does not now and shall not at waives any time hereafter have any rightpast, title, interest present or future claim of any kind in or to any assets held in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of this Subscription Agreement regardless against, and any right to access, the Trust Account, any trustee 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 (including and RMG II to collect from the Trust Account any distributions therefrom) now monies that may be owed to them by RMG II or in the future as a result ofany of its affiliates for any reason whatsoever, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account at any time for any claim of any kind 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 respect the knowledge that the taking of such act or failure to any Released Claimstake such act would cause a material breach of this Subscription Agreement; provided, however, that nothing in this Section 6 6.22 shall (xi) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company RMG II for legal relief against assets held outside the Trust Account (so long as such claim would not affect the CompanyRMG II’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the CompanyRMG II), for specific performance or other equitable relief, (yii) serve to limit or prohibit any claims that the Subscriber may have in the future against the CompanyRMG II’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) (so long as such claim would not affect the CompanyRMG II’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the CompanyRMG II) or (ziii) be deemed to limit Subscriber’s right right, title, interest, or claim to distributions from the Trust Account in accordance with the Companyby virtue of Subscriber’s amended and restated certificate record or beneficial ownership of incorporation in respect securities of Class A Common Shares RMG II acquired by any means. Subscriber agrees and acknowledges that such irrevocable waiver is material means other than pursuant to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or redemption right with respect to any amounts contained thereinsuch securities of RMG II. This Section 6.22 shall survive the termination of this Subscription Agreement for any reason.

Trust Account Waiver. Subscriber hereby Each Purchaser acknowledges that the 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. Each Purchaser further acknowledges that, as described in the CompanyIssuer’s prospectus relating to its initial public offering dated November 3October 29, 20212020 available at wxx.xxx.xxx, substantially all of the Company has established Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s Issuer, its public stockholders and the underwriters of the IPOIssuer’s initial public offering. For and in consideration of the Company Issuer entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Issuer has opened a separate Controlled Account for the proceeds of the issuance of Convertible Notes which is separate from the Trust Account and each Purchaser hereby (a) agrees that it does not now irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind it has or may have in the future, in or to any assets monies held in the Trust Account or distributions therefromAccount, and shall agrees not make any claim to seek recourse against the Trust Account (including any distributions therefrom)Account, arising out of this Subscription Agreement regardless of whether such claim arises based on contractin each case, 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to any Released ClaimsAgreement; provided, however, that nothing in this Section 6 8 shall (xi) serve to limit or prohibit Subscriberthe Collateral Agent’s or any Secured Party’s right to pursue a claim against the Company Issuer 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 redemption right with respect to any securities of the Company)Account, for specific performance or other equitable relief, (yii) shall serve to limit or prohibit any claims that Subscriber the Purchaser may have in the future against the CompanyIssuer’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) (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 (ziii) shall be deemed to limit Subscribera Purchaser’s right right, title, interest or claim to distributions from the Trust Account in accordance with the Companyby virtue of a Purchaser’s amended and restated certificate record or beneficial ownership of incorporation in respect of Class A Common Shares Stock acquired by any means. Subscriber agrees and acknowledges that such irrevocable waiver is material means other than pursuant to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Subscriber hereby The Company acknowledges that SPAC is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the Companyprospectus dated September 11, 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC assets consist of the cash proceeds of SPAC’s prospectus relating to its initial public offering dated November 3, 2021, the Company has established and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of SPAC, certain of its public stockholders and the underwriters of SPAC’s initial public offering (the “Trust Account”) containing ). The Company acknowledges that it has been advised by SPAC that funds in the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously Trust Account may be disbursed only in accordance with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyTrust Agreement and SPAC’s public stockholders and the underwriters of the IPOGoverning Documents. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agree not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, Contracts or agreements with respect to any Released ClaimsSPAC; provided, however, that nothing in this Section 6 shall (x) nothing herein shall serve to limit or prohibit Subscriberthe Company’s right to pursue a claim against the Company SPAC for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with this Agreement, including the consummation of the transactions contemplated hereby (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Stockholder Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) or any negotiations, Contracts or agreements with SPAC, so long as such claim would not affect the CompanySPAC’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company)SPAC Stockholder Redemptions, or for specific performance or other equitable relief, fraud and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company may have in the future against the CompanySPAC’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) (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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein).

Trust Account Waiver. Subscriber hereby acknowledges that the 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 businesses or assets. Subscriber further acknowledges that, as described in the CompanyIssuer’s prospectus relating to its initial public offering dated November 3March 23, 20212021 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of the Company has established Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s Issuer, its public stockholders and the underwriters of the IPOIssuer’s initial public offering. The cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus, except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer to pay its tax obligations, if any. For and in consideration of the Company Issuer entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber Subscriber, on behalf of itself and its representatives, hereby (a) agrees that it does not now and shall not at any time hereafter have any irrevocable waives all right, titletitle and interest, interest or claim of any kind in they have or to any assets held may have in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), future arising out of this Subscription Agreement regardless of whether such claim arises based on contractAgreement, tortin or to any monies held in the Trust Account, equity or any other theory of legal liability (any and all such claims are collectively referred agrees not to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it may have seek recourse against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to any Released ClaimsAgreement; provided, however, that nothing in this Section 6 8 shall (x) serve to limit or prohibit the Subscriber’s right to pursue a claim against the Company Issuer 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 redemption right with respect to any securities of the Company)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 the CompanyIssuer’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) (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 (z) be deemed to limit Subscriber’s right right, title, interest or claim to distributions from the Trust Account in accordance with by virtue of Subscriber’s record or beneficial ownership of securities of the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares Issuer acquired by any means. Subscriber agrees and acknowledges that such irrevocable waiver is material means other than pursuant to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands including but not limited to any redemption right with respect to such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside securities 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinIssuer.

Trust Account Waiver. Subscriber hereby Notwithstanding anything to the contrary set forth in this Agreement, the Company, each Company Acquisition Entity and each SPAC Acquisition Entity acknowledges that that, as described in the Companyfinal prospectus of SPAC, dated Xxxxx 00, 0000 (Xxxx No. 333-252633), available at xxx.xxx.xxx, substantially all of SPAC’s prospectus relating to its assets consist of the cash proceeds of SPAC’s initial public offering dated November 3, 2021, the Company has established and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of SPAC, certain of its public shareholders and the underwriters of SPAC’s initial public offering (the “Trust Account”) containing ). The Company, each Company Acquisition Entity and each SPAC Acquisition Entity further acknowledges that it has been advised by SPAC that funds in the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously Trust Account may be disbursed only in accordance with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders Trust Agreement and the underwriters of the IPOSPAC Articles. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company (on behalf of itself and its Affiliates), each Company Acquisition Entity and each SPAC Acquisition Entity hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agree not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, Contracts or agreements with respect to any Released ClaimsSPAC; provided, however, that nothing in this Section 6 shall (x) nothing herein shall serve to limit or prohibit Subscriberthe Company’s right to pursue a claim against the Company SPAC for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for First Surviving Company to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Share Redemption) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the SPAC’s or First Surviving Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company)SPAC Share Redemption, or for specific performance or other equitable relieffraud, and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company may have in the future against the CompanySPAC’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) (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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein).

Trust Account Waiver. Subscriber hereby The Company acknowledges that Parent is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the Companyprospectus dated August 9, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Parent’s prospectus relating to its assets consist of the cash proceeds of Parent’s initial public offering dated November 3, 2021, the Company has established and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of Parent, certain of its public stockholders and the underwriters of Parent’s initial public offering (the “Trust Account”). The Company acknowledges that it has been advised by Parent that, except with respect to interest earned on the funds held in the Trust Account that may be released to Parent to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) containing if Parent completes one or more transactions that constitute a Business Combination, then to those Persons and in such amounts as described in the proceeds Prospectus; (ii) if Parent fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Parent in limited amounts to permit Parent to pay the costs and expenses of its initial liquidation and dissolution, and then to Parent’s public offering stockholders; and (iii) if Parent holds a shareholder vote to amend Parent’s amended and restated memorandum and articles of association to modify the “IPO”) and from certain private placements occurring simultaneously with substance or timing of the IPO (including interest accrued from obligation to redeem 100% of the shares of Parent Common Stock if Parent fails to complete a Business Combination within the allotted time to time thereon) period, then for the benefit redemption of the Company’s public stockholders and the underwriters any shares of the IPOParent Common Stock properly tendered in connection with such vote. For and in consideration of the Company Parent entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now and agrees not to seek recourse against the Trust Account or in the future any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, Contracts or agreements with respect to any Released ClaimsParent; provided, however, that nothing in this Section 6 shall (x) that nothing herein shall serve to limit or prohibit Subscriberthe Company’s right to pursue a claim against the Company Parent for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for Parent to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Parent Share Redemptions) to Parent in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the CompanyParent’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company)Parent Share Redemptions, for specific performance or other equitable relief, and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company may have in the future against the CompanyParent’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to Parent and 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means). Subscriber The Company agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates Parent to induce the Company it to enter into in this Subscription Agreement, and Subscriber the Company further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable lawLaw. To the extent Subscriber or any of its affiliates the Company commences any action Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its representatives or affiliatesParent, which proceeding seeks, in whole or in part, monetary relief against Parent, the Company or its representatives or affiliates, 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 the Company (or any person party claiming on any of their behalves the Company’s behalf or in lieu of any of themthe Company) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company commences any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the holders of Parent Common Stock, whether in the form of money damages or injunctive relief, the prevailing party shall be entitled to recover from the other party the associated legal fees and costs in connection with any such Action.

Trust Account Waiver. Subscriber hereby Each of the Company, TopCo, Merger Sub and SISH acknowledges that as described in Yucaipa is a blank check company with the Companypower and privileges to effect a business combination, and that such Party has read Yucaipa’s prospectus relating to its initial public offering final prospectus, dated November August 3, 20212020, and other Yucaipa SEC Reports, the Company Yucaipa’s Governing Documents and the Trust Agreement and understands that Yucaipa has established a trust account (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) Account described therein for the benefit of the CompanyYucaipa’s public stockholders shareholders and that disbursements from the underwriters of Trust Account are available only in the IPOlimited circumstances set forth in the Trust Agreement. For and in consideration Each of the Company entering into and TopCo further acknowledges that, if the transactions contemplated by this Subscription Agreement, or, in the event this Agreement is terminated pursuant to its terms, another business combination, are not consummated by August 6, 2022, or such later date as is approved by the shareholders of Yucaipa to complete a business combination, Yucaipa will be obligated to return to its shareholders the amounts being held in the Trust Account. Accordingly, each of the Company, TopCo, Merger Sub and for other good SISH (on behalf of itself and valuable considerationits Affiliates), notwithstanding anything to the receipt and sufficiency of which are contrary in this Agreement, hereby acknowledgedwaives any past, Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest present or future claim of any kind in or against, and any right to any assets held in access, the Trust Account or distributions therefrom, and shall not make any claim against to collect from the Trust Account (including any distributions therefrom), arising out of this Subscription Agreement regardless of whether such claim arises based on contract, tort, equity monies that may be owed to them by Yucaipa or any other theory of legal liability (its Affiliates for any reason whatsoever, 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to at any Released Claimstime for any reason whatsoever; provided, however, provided that nothing in this Section 6 herein shall (x) serve to limit or prohibit Subscriberthe Company’s, TopCo’s, Merger Sub’s or SISH’s right to pursue a claim against the Company Yucaipa or any of its Affiliates for legal relief against assets held outside of the Trust Account (including from and after the consummation of a business combination other than as contemplated by this Agreement) or pursuant to Section 12.14 for specific performance or other injunctive relief (so long as such claim would not affect the CompanyYucaipa’s ability to fulfill its obligation to effectuate redemption obligations). This Section 7.02 shall survive the termination of this Agreement for any redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Subscriber hereby The Company acknowledges that Buyer is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the Companyprospectus dated January 19, 2018 (the “Prospectus”) available as part of the Buyer Reports at xxx.xxx.xxx, substantially all of Buyer’s prospectus relating to its assets consist of the cash proceeds of Buyer’s initial public offering dated November 3, 2021, the Company has established a trust account (the “Trust Account”) containing the proceeds and private placements of its initial public offering (securities and substantially all of those proceeds have been deposited in the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) Trust Account for the benefit of the Company’s Buyer, certain of its public stockholders shareholders and the underwriters of Buyer’s initial public offering. The Company acknowledges that it has been advised by Buyer that, except with respect to interest earned on the IPOfunds held in the Trust Account that may be released to Buyer to pay its Income Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Buyer completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (ii) if Buyer fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Buyer in limited amounts to permit Buyer to pay the costs and expenses of its liquidation and dissolution, and then to Buyer’s public shareholders. For and in consideration of the Company Buyer entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agree not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, contracts or agreements with respect to any Released ClaimsBuyer; provided, however, that nothing in this Section 6 11.18 shall amend, limit, alter, change, supersede or otherwise modify the right of Seller and the Company to (xa) serve bring any action or actions for specific performance, injunctive and/or other equitable relief (including, subject to limit Section 11.15, the right of the Company to compel specific performance by Buyer of its obligations under this Agreement) or prohibit Subscriber’s right to pursue (b) bring or seek a claim for damages against the Company Buyer, or any of its successors or assigns, for legal relief any breach of this Agreement (but such claim shall not be 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 distributed 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 Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities holders of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account Buyer Shares in accordance with the Company’s amended Buyer Articles of Association and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinAgreement).

Trust Account Waiver. Subscriber hereby acknowledges that as described in the Company’s prospectus relating to its initial public offering dated November 3, 2021, the Company has established a trust account (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 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 (a) agrees that it does not now irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind in or to any assets held in the Trust Account or distributions therefromkind, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of this Subscription Agreement regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (liability, it has or may in the future have arising out of this Subscription Agreement, in or to any monies held in the Trust Account, and all such claims are collectively referred to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it may have agrees not seek recourse against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to any Released ClaimsAgreement; provided, provided however, that nothing in this Section 6 8 shall (xi) 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (yii) serve to limit or prohibit any 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 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 (ziii) 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 third amended and restated certificate of incorporation in respect of any redemptions by Subscriber of its Class A Common Shares acquired by any means. Subscriber agrees and acknowledges that such irrevocable waiver is material means other than pursuant to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Subscriber hereby The Company acknowledges that LIVK is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the Companyprospectus dated December 10, 2019 (the “Prospectus”), substantially all of LIVK’s prospectus relating to its assets consist of the cash proceeds of LIVK’s initial public offering dated November 3, 2021, the Company has established a trust account (the “Trust Account”) containing the proceeds and private placements of its initial public offering (securities and substantially all of those proceeds have been deposited in the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) Trust Account for the benefit of the Company’s LIVK, certain of its public stockholders shareholders and the underwriters of LIVK’s initial public offering. The Company acknowledges that it has been advised by LIVK that, except with respect to interest earned on the IPOfunds held in the Trust Account that may be released to LIVK to pay its income and franchise Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if LIVK completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (b) if LIVK fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement and the LIVK Governing Document, to LIVK to permit LIVK to pay the costs and expenses of its dissolution, and then to LIVK’s public shareholders. For and in consideration of the Company LIVK entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind it have or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agrees not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, contracts or agreements with respect to LIVK or any Released Claimsother Person; provided, however, that nothing in this Section 6 ‎‎Section 7.04 shall amend, limit, alter, change, supersede or otherwise modify the right of the Company to (xi) serve to limit bring any action or prohibit Subscriber’s right to pursue actions for specific performance, injunctive and/or other equitable relief hereunder or (ii) bring or seek a claim for Damages against the Company LIVK, or any of its successors or assigns, for legal relief any breach of this Agreement (but such claim shall not be 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 distributed 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 Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities holders of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account LIVK Ordinary Shares in accordance with the Company’s amended LIVK Governing Document and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinAgreement).

Trust Account Waiver. Subscriber hereby acknowledges that as described in the Company’s prospectus relating to its initial public offering dated November 3, 2021, the Company CAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously (collectively, with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders and 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, “Trust Account”). Subscriber hereby (a) agrees that (i) it does not now and shall not at any time hereafter have any has no right, title, interest interest, or claim of any kind in or to any assets monies held in the Trust Account or distributions therefromAccount, and (ii) it shall not make have no right of set-off or any right, title, interest, or claim against of any kind (“Claim”) to, or to any monies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, connection with this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to any Released ClaimsAgreement; provided, however, that nothing in this Section 6 8 shall (x) serve be deemed to limit or prohibit Subscriber’s right right, title, interest, or claim to pursue a claim against the Company for legal relief against assets held outside the Trust Account (so long as by virtue of such claim would not affect the CompanySubscriber’s ability record or beneficial ownership of securities of CAC acquired by any means other than pursuant to fulfill its obligation to effectuate this Subscription Agreement, including any redemption right with respect to any such securities of CAC. In the Company)event Subscriber has any Claim against CAC under this Subscription Agreement, for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that Subscriber may have in the future shall pursue such Claim solely against the Company’s CAC and its assets or funds that are not held in the Trust Account (including any funds that have been released from outside the Trust Account and not against the property or 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 (z) be deemed to limit Subscriber’s right to distributions from monies in the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any meansAccount. Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and has been specifically relied upon by the Company and its affiliates CAC to induce the Company CAC to enter into this Subscription Agreement, Agreement and Subscriber further intends and understands such waiver to be valid, binding binding, and enforceable against Subscriber and each of its affiliates under applicable law. To In the extent Subscriber or any of its affiliates event Subscriber, in connection with this Subscription Agreement, 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 or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of in the Trust Account and that such claim shall not permit Subscriber or its affiliates (distributions therefrom or any person claiming on of CAC’s shareholders, whether in the form of monetary damages or injunctive relief, Subscriber shall be obligated to pay to CAC all of its legal fees and costs in connection with any of their behalves such action in the event that CAC prevails in such action or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinproceeding.

Trust Account Waiver. Subscriber hereby acknowledges that SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving SPAC and one or more businesses or assets. Subscriber further acknowledges that, as described in the CompanySPAC’s prospectus relating to its initial public offering dated November 3August 25, 20212020 (the “August 2020 Prospectus”), available at xxx.xxx, substantially all of SPAC’s assets consist of the Company has established cash proceeds of SPAC’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing for the proceeds benefit of its public shareholders and the underwriters of its initial public offering (offering. Except with respect to interest earned on the “IPO”) and from certain private placements occurring simultaneously with funds held in the IPO (including interest accrued from time Trust Account that may be released to time thereon) SPAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the benefit of purposes set forth in the Company’s public stockholders and the underwriters of the IPOAugust 2020 Prospectus. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber Subscriber, on behalf of itself and its affiliates and representatives, hereby (a) agrees that it does not now irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, 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 assets monies held in the Trust Account or distributions therefromAccount, and shall agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account (including any distributions therefrom)as a result of, or arising out of of, this Subscription Agreement 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 (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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to any Released Claimsliability; provided, provided however, that nothing in this Section 6 8 shall (x) serve to limit or prohibit the Subscriber’s right to pursue a claim against the Company Issuer 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 redemption right with respect to any securities of the Company)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 the CompanyIssuer’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) (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 (z) be deemed to limit any Subscriber’s right right, title, interest or claim to distributions from the Trust Account in accordance by virtue of such Subscriber’s record or beneficial ownership of securities of SPAC 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 SPAC. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the CompanyAcquired Shares pursuant to SPAC’s amended and restated certificate of incorporation in respect connection with the Transactions or any other business combination, any subsequent liquidation of Class A Common Shares acquired by the Trust Account or SPAC or otherwise. In the event Subscriber has any means. 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 claim against SPAC as a result of, or arising out of, this Subscription Agreement, and Subscriber further intends and understands the transactions contemplated hereby or the Acquired Shares, it shall pursue such waiver to be valid, binding and enforceable claim solely 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, Subscriber hereby acknowledges and agrees that Subscriber’s SPAC and its affiliates’ sole remedy shall be against funds held assets 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinmonies or other assets in the Trust Account. This paragraph shall survive any termination of this Subscription Agreement.

Trust Account Waiver. Subscriber hereby acknowledges that as described in the Company’s prospectus relating to its initial public offering dated November 3October 5, 20212020, the Company has established a trust account (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 Company’s public stockholders and 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 it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to any Released Claims; provided, however, that nothing in this Section 6 7 shall (x) 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit the Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of shares of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Subscriber hereby The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the Companyprospectus dated March 3, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Acquiror assets consist of the cash proceeds of Acquiror’s prospectus relating to its initial public offering dated November 3, 2021, and private placements of its securities and substantially all of those proceeds have been deposited in the Company has established a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) containing ). The Company acknowledges that it has been advised by Acquiror that cash in the proceeds of its initial public offering (Trust Account may be disbursed only in the “IPO”) circumstances and from certain private placements occurring simultaneously to the Persons described in the Prospectus and in accordance with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders and the underwriters of the IPOTrust Agreement. For and in consideration of the Company Acquiror entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement or any Ancillary Agreement and (c) agrees it will not to seek recourse against the Trust Account or any funds distributed therefrom in connection with respect to a Acquiror Share Redemption as a result of, or arising out of, this Agreement, any Released ClaimsAncillary Agreement and any other prior negotiations, Contracts or agreements with Acquiror; provided, however, provided that nothing in this Section 6 shall (x) nothing herein shall serve to limit or prohibit Subscriberthe Company’s or Investor’s right to pursue a claim against the Company Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the CompanyAcquiror’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company)Acquiror Share Redemptions, or for specific performance or other equitable relief, fraud and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company or Investor may have in the future against the CompanyAcquiror’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) (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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein).

Trust Account Waiver. Subscriber hereby The Company acknowledges that Parent is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the Companyprospectus dated December 9, 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Parent assets consist of the cash proceeds of Parent’s prospectus relating to its initial public offering dated November 3, 2021, the Company has established and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of Parent, certain of its public stockholders and the underwriters of Parent’s initial public offering (the “Trust Account”) containing ). The Company acknowledges that it has been advised by Parent that funds in the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously Trust Account may be disbursed only in accordance with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyTrust Agreement and Parent’s public stockholders and the underwriters of the IPOGoverning Documents. For and in consideration of the Company Parent entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Company hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agree not make any claim against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect to any Released ClaimsAccount; provided, however, that nothing in this Section 6 shall (x) nothing herein shall serve to limit or prohibit Subscriberthe Company’s right to pursue a claim against the Company Parent for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Parent to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Parent Stockholder Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the CompanyParent’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company)Parent Stockholder Redemptions, or for specific performance or other equitable relief, fraud and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company may have in the future against the CompanyParent’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) (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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein).

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Subscriber hereby acknowledges that it has read the Investment Management Trust Agreement, dated as described in the of August 5, 2020, by and between Kismet and Continental Stock Transfer & Trust Company’s prospectus relating to its initial public offering dated November 3, 2021a New York corporation, the Company and understands that Kismet has established a the 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 CompanyKismet’s public stockholders and that disbursements from the underwriters Trust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges and agrees that Kismet’s sole assets consist of the IPO. For cash proceeds of Kismet’s initial public offering and in consideration private placements of the Company entering into this Subscription Agreementits securities, and that substantially all of these proceeds have been deposited in the Trust Account for other good and valuable consideration, the receipt and sufficiency benefit of which are hereby acknowledgedits public stockholders. Accordingly, Subscriber (on behalf of itself and its affiliates) hereby (a) agrees that it does not now and shall not at waives any time hereafter have any rightpast, title, interest present or future claim of any kind in or to any assets held in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of this Subscription Agreement regardless against, and any right to access, the Trust Account, any trustee 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 (including and Kismet to collect from the Trust Account any distributions therefrom) now monies that may be owed to them by Kismet or in the future as a result ofany of its affiliates for any reason whatsoever, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account at any time for any claim of any kind 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 respect the knowledge that the taking of such act or failure to any Released Claimstake such act would cause a material breach of this Subscription Agreement; provided, however, that nothing in this Section 6 7.20 shall (xi) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company Kismet for legal relief against assets held outside the Trust Account (so long as such claim would not affect the CompanyKismet’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the CompanyKismet), for specific performance or other equitable relief, (yii) serve to limit or prohibit any claims that the Subscriber may have in the future against the CompanyKismet’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) (so long as such claim would not affect the CompanyKismet’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the CompanyKismet) or (ziii) be deemed to limit Subscriber’s right right, title, interest, or claim to distributions from the Trust Account in accordance with the Companyby virtue of Subscriber’s amended and restated certificate record or beneficial ownership of incorporation in respect securities of Class A Common Shares Kismet acquired by any means. Subscriber agrees and acknowledges that such irrevocable waiver is material means other than pursuant to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or redemption right with respect to any amounts contained thereinsuch securities of Kismet. This Section 7.20 shall survive the termination of this Subscription Agreement for any reason.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Subscriber hereby acknowledges that it has read the Investment Management Trust Agreement, dated as described in of February 7, 2019, by and between the Issuer and Continental Stock Transfer & Trust Company’s prospectus relating to its initial public offering dated November 3, 2021a New York corporation, and understands that the Company Issuer has established a the 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 CompanyIssuer’s public stockholders and that disbursements from the underwriters Trust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges and agrees that the Issuer’s sole assets consist of the IPO. For and in consideration cash proceeds of the Company entering into this Subscription AgreementIssuer’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 other good and valuable consideration, the receipt and sufficiency benefit of which are hereby acknowledgedits public stockholders. Accordingly, Subscriber (on behalf of itself and its affiliates) hereby (a) agrees that it does not now and shall not at waives any time hereafter have any rightpast, title, interest present or future claim of any kind in or to any assets held in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), arising out of this Subscription Agreement regardless against, and any right to access, the Trust Account, any trustee 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 (including and the Issuer to collect from the Trust Account any distributions therefrom) now monies that may be owed to them by the Issuer or in the future as a result ofany of its affiliates for any reason whatsoever, or arising out of, this Subscription Agreement and (c) agrees it 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 respect the knowledge that the taking of such act or failure to any Released Claimstake such act would cause a material breach of this Subscription Agreement; provided, however, that nothing in this Section 6 7 shall (x) serve be deemed to limit or prohibit Subscriber’s right right, title, interest, or claim to pursue a claim against the Company for legal relief against assets held outside the Trust Account (so long as by virtue of such claim would not affect Subscriber’s record or beneficial ownership of securities of the Company’s ability Issuer acquired by any means other than pursuant to fulfill its obligation to effectuate this Subscription Agreement, including any redemption right with respect to any such securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that Subscriber may have in Issuer. This Section 7 shall survive 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 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 termination of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber or for 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Subscriber hereby The Equityholder acknowledges that LIVK is a blank check company with the powers and privileges to effect a Business Combination. The Equityholder further acknowledges that, as described in the Companyprospectus dated December 10, 2019 (the “Prospectus”), substantially all of LIVK’s prospectus relating to its assets consist of the cash proceeds of LIVK’s initial public offering dated November 3, 2021, the Company has established a trust account (the “Trust Account”) containing the proceeds and private placements of its initial public offering (securities and substantially all of those proceeds have been deposited in the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) Trust Account for the benefit of the Company’s LIVK, certain of its public stockholders shareholders and the underwriters of LIVK’s initial public offering. The Equityholder acknowledges that it has been advised by LIVK that, except with respect to interest earned on the IPOfunds held in the Trust Account that may be released to LIVK to pay its income and franchise Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if LIVK completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (ii) if LIVK fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement and the LIVK Governing Document, to LIVK to permit LIVK to pay the costs and expenses of its dissolution, and then to LIVK’s public shareholders. For and in consideration of the Company LIVK entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Equityholder hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agree not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, contracts or agreements with respect to LIVK or any Released Claimsother Person; provided, however, that nothing in this Section 6 17 shall amend, limit, alter, change, supersede or otherwise modify the right of the Equityholder to (xA) serve to limit bring any action or prohibit Subscriber’s right to pursue actions for specific performance, injunctive and/or other equitable relief or (B) bring or seek a claim for Damages against the Company LIVK, or any of its successors or assigns, for legal relief any breach of this Agreement (but such claim shall not be 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 distributed 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 Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities holders of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account LIVK Ordinary Shares in accordance with the Company’s amended LIVK Governing Document and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinAgreement).

Trust Account Waiver. Subscriber hereby Each of the VS Entities acknowledges that Horizon is a blank check company with the powers and privileges to effect a Business Combination. Each of the VS Entities further acknowledges that, as described in the Companyprospectus dated August 20, 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Horizon assets consist of the cash proceeds of Horizon’s prospectus relating to its initial public offering dated November 3, 2021, the Company has established and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of Horizon, certain of its public stockholders and the underwriters of Horizon’s initial public offering (the “Trust Account”). Each of the VS Entities acknowledges that it has been advised by Horizon that, except with respect to interest earned on the funds held in the Trust Account that may be released to Horizon to pay its Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) containing if Horizon completes the proceeds transaction which constitutes a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if Horizon fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Horizon in limited amounts to permit Horizon to pay the costs and expenses of its initial liquidation and dissolution, and then to Horizon’s public offering stockholders; and (iii) if Horizon holds a stockholder vote to amend Horizon’s amended and restated memorandum and articles of association to modify the “IPO”substance or timing of the obligation to redeem 100% of Horizon Common Stock (prior to the Effective Time) and from certain private placements occurring simultaneously with if Horizon fails to complete a Business Combination within the IPO (including interest accrued from allotted time to time thereon) period, then for the benefit redemption of any Horizon Common Stock (prior to the Company’s public stockholders and the underwriters of the IPOEffective Time) properly tendered in connection with such vote. For and in consideration of the Company Horizon entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber each of the VS Entities, on behalf of themselves and their respective Affiliates, hereby (a) agrees agree that it does they do not now have and shall not at any time hereafter have have, and irrevocably waive any right, title, interest or claim of any kind they or any of their respective Affiliates have or may have in the future, in or to any assets held monies in the Trust Account or distributions therefrom, therefrom and shall agree not make any claim to seek recourse against the Trust Account (including or any distributions therefrom)funds distributed therefrom as a result of, arising out of of, this Subscription Agreement and any negotiations, Contracts or agreements with Horizon or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any liability. Each of the VS Entities agrees and all acknowledges that such claims are collectively referred irrevocable waiver is material to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account with respect specifically relied upon by Horizon to any Released Claims; provided, however, that nothing induce Horizon to enter in this Section 6 shall Agreement, and each of the VS Entities further intends and understands such waiver to be valid, binding and enforceable against such party and each of its Affiliates under applicable Law. Notwithstanding the foregoing, (x) nothing herein shall serve to limit or prohibit Subscriber’s Topco and the VS Companies’ right to pursue a claim against the Company Horizon for legal relief against monies or other assets held outside the Trust Account (other than distributions therefrom directly or indirectly to Horizon’s public stockholders), for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for Horizon to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Horizon Share Redemptions) to Topco in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the CompanyHorizon’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company), for specific performance or other equitable relief, Horizon Share Redemptions and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber Topco or any of the VS Companies may have in the future against the CompanyHorizon’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) (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 (z) be deemed to limit Subscriber’s right to , but excluding distributions from the Trust Account in accordance with the Companydirectly or indirectly to Horizon’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinpublic stockholders).

Trust Account Waiver. Subscriber hereby Each of the Company, TopCo and Merger Sub acknowledges that as described in SPAC is a blank check company with the Companypower and privileges to effect a business combination, and that such Party has read SPAC’s prospectus relating to its final prospectus, dated October 19, 2021, and other SPAC SEC Reports, SPAC’s Governing Documents and the Trust Agreement and understands that substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s initial public offering dated November 3, 2021, and private placements of its securities and substantially all of those proceeds have been deposited in the Company Trust Account that SPAC has established a trust account (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) described therein for the benefit of the CompanySPAC’s public stockholders shareholders and that disbursements from the underwriters of Trust Account are available only in the IPOlimited circumstances set forth in the Trust Agreement. For and in consideration Each of the Company entering into and TopCo further acknowledges that, if the transactions contemplated by this Subscription Agreement or, in the event this Agreement is terminated pursuant to its terms, another business combination is not consummated by January 22, 2023, or such later date as is approved by the shareholders of SPAC to complete a business combination, SPAC will be obligated to return to its shareholders the amounts being held in the Trust Account. Accordingly, each of the Company, TopCo and Merger Sub (on behalf of itself and its Affiliates), notwithstanding anything to the contrary in this Agreement, and for other good and valuable considerationhereby irrevocably waives any past, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any present or future right, title, interest or claim of any kind in or against, and any right to any assets held in access, the Trust Account or distributions therefromto 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 shall will not make any claim seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, contracts or agreements with respect to SPAC, at any Released Claimstime for any reason whatsoever; provided, however, provided that nothing in this Section 6 herein shall (x) serve to limit or prohibit Subscriberthe Company’s, TopCo’s or Merger Sub’s right to pursue a claim against the Company SPAC for legal relief against monies or other assets held outside of the Trust Account (including from and after the consummation of a business combination other than as contemplated by this Agreement) or pursuant to Section 12.14 for specific performance or other injunctive relief (so long as such claim would not affect the CompanySPAC’s ability to fulfill its obligation to effectuate redemption obligations). This Section 7.02 shall survive the termination of this Agreement for any redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Subscriber hereby Each of the Company and Blocker acknowledges that Parent is a blank check company with the powers and privileges to effect a Business Combination. Each of the Company and Blocker further acknowledges that, as described in the Companyprospectus dated June 5, 2014 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Parent’s prospectus relating to its assets consist of the cash proceeds of Parent’s initial public offering dated November 3, 2021, the Company has established a trust account (the “Trust Account”) containing the proceeds and private placements of its initial public offering (securities and substantially all of those proceeds have been deposited in the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) Trust Account for the benefit of the Company’s Parent, certain of its public stockholders and the underwriters of Parent’s initial public offering. Each of the IPOCompany and Blocker acknowledges that it has been advised by Parent that, except with respect to interest earned on the funds held in the Trust Account that may be released to Parent to pay its franchise tax, income tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) to Parent in limited amounts from time to time in order to permit Parent to pay its operating expenses; (ii) if Parent completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (iii) if Parent fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Parent in limited amounts to permit Parent to pay the costs and expenses of its liquidation and dissolution, and then to Parent’s public stockholders. For and in consideration of the Company Parent entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber each of the Company and Blocker, on behalf of Seller Group, hereby (a) agrees that it does not now and shall not at any time hereafter have irrevocable waives any right, title, interest or claim of any kind they have or may have in the future in or to any assets held monies in the Trust Account or distributions therefrom, and shall agree not make any claim to seek recourse against the Trust Account (including any distributions therefrom), arising out of 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 (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and (c) agrees it will not seek recourse against the Trust Account any negotiations, contracts or agreements with respect to any Released ClaimsParent; provided, however, provided that nothing in this Section 6 shall (x) nothing herein shall serve to limit or prohibit Subscriberthe Company’s and Blocker’s right to pursue a claim against the Company Parent for 104 legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Parent to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Parent Stockholder Redemptions) to the Seller Group in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the CompanyParent’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company)Parent Stockholder Redemptions, or for specific performance or other equitable relief, fraud and (y) nothing herein shall serve to limit or prohibit any claims that Subscriber the Company and Blocker may have in the future against the CompanyParent’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) (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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means). 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, and Subscriber further intends and understands such waiver to be valid, binding and 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 Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, 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 them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK] 105

Trust Account Waiver. Reference is made to the final prospectus of Xxxxxx, filed with the SEC (Registration No. 333-263123) (the “Prospectus”), dated April 6, 2022. Denali shall provide the Subscriber with a copy of the Prospectus upon request and the Subscriber hereby acknowledges represents and warrants that as described in the Company’s prospectus relating to its initial public offering dated November 3, 2021, the Company it understands that Xxxxxx has established a trust account (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 CompanyXxxxxx’s public stockholders shareholders (including overallotment shares acquired by Xxxxxx’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the underwriters Prospectus, Denali may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their Denali shares in connection with the consummation of Denali’s initial business combination (as such terms are used in the Prospectus) or in connection with an extension of the deadline to consummate a business combination, (b) to the Public Stockholders if Xxxxxx fails to consummate a business combination within twelve (12) months after the closing of the IPO, or such later date if the deadline to consummate a business combination is extended in accordance with Denali’s charter, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any franchise or income taxes or (d) to Holdco after or concurrently with the consummation of the Business Combination. For and in consideration of the Company Holdco entering into this Amended and Restated Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber the Subscriber, on behalf of itself and its controlling persons acting on its behalf, hereby agrees that, notwithstanding anything to the contrary in this Amended and Restated Subscription Agreement, (ai) agrees that it does and its controlling persons acting on its behalf do not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account (including distributions directly or distributions therefromindirectly to Public Shareholders therefrom (“Public Distributions”)) arising from, as a result of or in connection with this Amended and Restated Subscription Agreement, any ancillary documents entered in connection herewith, the Business Combination, 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 Amended and Restated Subscription Agreement, any distributions therefrom)ancillary documents entered in connection herewith, arising out of this Subscription Agreement the Business Combination, or any discussions in connection therewith, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”), (biii) it and its controlling persons acting on its behalf shall not make any claim against the Trust Account (including Public Distributions) for any Released Claims, (iv) it and its controlling persons acting on its behalf hereby irrevocably waives waive any Released Claims that it or its controlling persons acting on its behalf may have against the Trust Account (including any distributions therefromPublic Distributions) now or in the future as a result offuture, or arising out of, this Subscription Agreement (v) it and (c) agrees it its controlling persons acting on its behalf will not seek recourse against the Trust Account with (including Public Distributions) in respect to of any Released Claims; provided, however, that nothing in this Section 6 shall and (xvi) 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 redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any 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 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 (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. Subscriber agrees and acknowledges that such irrevocable waiver set forth herein is material to this Amended and Restated Subscription Agreement and specifically relied upon by the Company Denali, Holdco and its their respective affiliates to induce the Company Holdco to enter into in this Amended and Restated Subscription Agreement, and the Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law against the Subscriber and each of its affiliates under applicable law. To the extent Subscriber controlling persons acting on its behalf, except as may be limited or any of its affiliates commences any action otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or proceeding based upon, in connection with, other laws relating to or arising out affecting the rights of any matter relating to creditors generally, and (ii) principles of equity, whether considered at law or equity. For the Company or its representatives or affiliatesavoidance of doubt, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, parties acknowledge that the Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against controlling persons acting on its behalf are not releasing or waiving any rights that they may have as Public Shareholders to receive funds held outside of from the Trust Account and that such claim shall not permit Subscriber in their capacity as Public Shareholders upon the redemption of their shares of Holdco or its affiliates (the liquidation of Holdco, as described in the Prospectus or any person claiming on any of their behalves other right, title, interest or in lieu of any of them) claim to have any claim against the Trust Account (including by virtue of the Subscriber’s record or beneficial ownership of securities of Holdco acquired by any distributions therefrom) means other than pursuant to this Amended and Restated Subscription Agreement. Notwithstanding anything to the contrary contained in this Amended and Restated Subscription Agreement, the provisions of this Section 9 shall survive the Closing or any amounts contained thereintermination of this Amended and Restated Subscription Agreement and last indefinitely.