Common use of Trust Account Waiver Clause in Contracts

Trust Account Waiver. The Investor acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’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”) for the benefit of the Company, its public shareholders and the underwriter of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectus. For and in consideration of the Company entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 2719, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public shareholders stockholders and the underwriter underwriters of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor Subscriber hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilitySubscription Agreement; provided, however, that nothing in this Section 10 7 shall be deemed to limit the InvestorSubscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its Subscriber’s record or beneficial ownership of Class A Shares shares of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Company.

Trust Account Waiver. The Investor acknowledges that the Company Horizon is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company Horizon and one or more businesses or assets. The Investor further acknowledges that, as described in the CompanyHorizon’s prospectus relating to its initial public offering dated January 27August 20, 2021 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the CompanyHorizon’s assets consist of the cash proceeds of the CompanyHorizon’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”) for the benefit of the CompanyHorizon, its public shareholders and the underwriter underwriters of the CompanyHorizon’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company Horizon 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 Horizon entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilitySubscription Agreement; provided, however, that nothing in this Section 10 9 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of any Class A Shares acquired by means other than Shares, pursuant to this Agreementa validly exercised redemption right with respect to any such Class A Shares.

Trust Account Waiver. The Investor acknowledges that the Company SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company SPAC and one or more businesses or assets. The Investor further acknowledges that, as described in the CompanySPAC’s final prospectus relating to its initial public offering dated January 27, 2021 (the “IPO Prospectus”) available at xxx.xxx.xxx, substantially all of the CompanySPAC’s assets consist of the cash proceeds of the CompanySPAC’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”) for the benefit of the CompanySPAC, its public shareholders and the underwriter underwriter(s) of the CompanySPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company 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 IPO Prospectus. For and in consideration of the Company SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilitySubscription Agreement; provided, however, provided that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its the Investor’s record or beneficial ownership of the Class A Ordinary Shares of SPAC acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that the Company Pace is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company Pace and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in the CompanyPace’s prospectus relating to its initial public offering dated January 27September 10, 2021 2015 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the CompanyPace’s assets consist of the cash proceeds of the CompanyPace’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the CompanyPace, its public shareholders and the underwriter underwriters of the CompanyPace’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company Pace 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 Pace entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor Subscriber, on behalf of itself and its Representatives, hereby irrevocably irrevocable waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor Company acknowledges and agrees that the Company 1347 Capital is a blank check company with the powers power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company Parties and one or more businesses or assets. The Investor further Company acknowledges that, as described in the Companyand agrees that 1347 Capital’s prospectus relating to its initial public offering dated January 27, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s sole assets consist of the cash proceeds of the Company1347 Capital’s initial public offering and private placement placements of its securities, and that substantially all of those these proceeds have been deposited in a trust account (the “Trust Account”) Account for the benefit of the Company, its public shareholders and the underwriter of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectusstockholders. For and in consideration of the Company 1347 Capital entering into this AgreementAmendment, the receipt and sufficiency of which are hereby acknowledged, the Investor Company, for itself and on behalf of the Company Parties, and its and their respective Affiliates, managers, directors, officers, affiliates, members, stockholders and trustees, do hereby irrevocably waives waive any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account, and agrees agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, any such claims against 1347 Capital arising under this Agreement Amendment; provided, that, nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against 1347 Capital for legal relief against monies or other assets held outside the Trust Account or for specific performance or other equitable relief in connection with the consummation of the transactions contemplated hereby, regardless by this Agreement (including a claim for 1347 Capital to specifically perform its obligations under this Agreement) and cause the disbursement of whether such claim arises based on contract, tort, equity or any other theory the balance of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held cash remaining in the Trust Account by virtue (after giving effect to the redemption of shares of 1347 Capital’s common stock as set forth in its record or beneficial ownership certification of Class A Shares acquired by means other than pursuant incorporation) so long as such claim would not affect 1347 Capital’s ability to this Agreementfulfill its obligation to redeem the shares of common stock as set forth in its certification of incorporation.

Trust Account Waiver. The Investor Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27December 7, 2021 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public shareholders and the underwriter underwriters of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor Subscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account Account, in each case, as a result of, or arising out of, this Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27July 18, 2021 2017 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public shareholders and the underwriter underwriters of the Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company 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 entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor Subscriber hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor acknowledges that the Company Alussa is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company Alussa and one or more businesses or assets. The Investor further acknowledges that, as described in the CompanyAlussa’s prospectus relating to its initial public offering dated January 27November 25, 2021 2019 (the “IPO Prospectus”) available at xxx.xxx.xxx, substantially all of the CompanyAlussa’s assets consist of the cash proceeds of the CompanyAlussa’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”) for the benefit of the CompanyAlussa, its public shareholders and the underwriter underwriters of the CompanyAlussa’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company Alussa 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 Alussa entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account Account, as a result of, or arising out of, this Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilitySubscription Agreement; provided, provided however, that nothing in this Section 10 9 shall be deemed to limit the Investor’s right, title, interest or claim right to any monies held in distributions from the Trust Account by virtue in accordance with Alussa’s amended and restated certificate of its record or beneficial ownership incorporation in respect of Class A Shares ordinary shares of Alussa acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor acknowledges that the Company GX is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company GX and one or more businesses or assets. The Investor further acknowledges that, as described in the CompanyGX’s prospectus relating to its initial public offering dated January 27May 20, 2021 2019 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the CompanyGX’s assets consist of the cash proceeds of the CompanyGX’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”) for the benefit of the CompanyGX, its public shareholders and the underwriter of the CompanyGX’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company GX 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 GX entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27April 8, 2021 (the “Prospectus”) ), available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s Company initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, Company its public shareholders and the underwriter underwriters of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor Subscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the futurefuture arising out of this Subscription 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27December 7, 2021 2020 (the “Prospectus”) available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public shareholders and the underwriter underwriters of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor Subscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account Account, in each case, as a result of, or arising out of, this Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing Subscription Agreement. Nothing in this Section 10 9 shall (x) serve to limit or prohibit the Subscriber’s right to pursue a claim against Company for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that the Company may have in the future against Company’s assets or funds that are not held in the Trust Account (other than distributions therefrom) or (z) be deemed to limit the InvestorSubscriber’s right, title, interest or claim to any monies held in the Trust Account solely by virtue of its the Subscriber’s record or beneficial ownership of the Company’s Class A Shares acquired by means other than pursuant to this Agreementcommon stock.

Trust Account Waiver. The Investor Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27June 4, 2021 2020 (the “Prospectus”) available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public shareholders and the underwriter underwriters of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor Subscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilitySubscription Agreement; provided, however, that nothing in this Section 10 8 shall be deemed to limit the Investorany Subscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its such Subscriber’s record or beneficial ownership of Class A Shares securities of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Company.

Trust Account Waiver. The Investor acknowledges that the Company STPK is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company STPK and one or more businesses or assets. The Investor further acknowledges that, as described in the CompanySTPK’s prospectus relating to its initial public offering dated January 27August 17, 2021 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the CompanySTPK’s assets consist of the cash proceeds of the CompanySTPK’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”) for the benefit of the CompanySTPK, its public shareholders and the underwriter of the CompanySTPK’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company STPK 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 STPK entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated herebySubscription Agreement, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A any Shares acquired by means other than the Shares purchased by it pursuant to this Subscription Agreement, pursuant to a validly exercised redemption right with respect to any such Shares.

Trust Account Waiver. The Investor Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27August 13, 2021 2015 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public shareholders and the underwriter underwriters of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor Subscriber, on behalf of itself and its Representatives, hereby irrevocably irrevocable waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this Agreement.

Trust Account Waiver. The Investor acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27February 10, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’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”) for the benefit of the Company, its public shareholders and the underwriter of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectus. For and in consideration of the Company entering into this Backstop Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityBackstop Subscription Agreement; provided, however, that nothing in this Section 10 9 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than shares of Common Stock of the Company currently outstanding on the date hereof, pursuant to this Agreementa validly exercised redemption right with respect to any such shares of Common Stock, except to the extent that the Investor has otherwise agreed with the Company to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that the Company SCS is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company SCS and one or more businesses or assets. The Investor further acknowledges that, as described in the CompanySCS’s prospectus relating to its initial public offering dated January 27June 29, 2021 (the “IPO Prospectus”) available at xxx.xxx.xxx, substantially all of the CompanySCS’s assets consist of the cash proceeds of the CompanySCS’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”) for the benefit of the CompanySCS, its public shareholders and the underwriter of the CompanySCS’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company SCS 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 SCS entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account Account, in each case, as a result of, or arising out of, this Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilitySubscription Agreement; provided, however, provided that nothing in this Section 10 9 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its the Investor’s record or beneficial ownership of Class A Shares ordinary shares of SCS acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor acknowledges that the Company Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company Issuer and one (1) or more businesses or assets. The Investor further acknowledges that, as described in the CompanyIssuer’s final prospectus relating to its initial public offering dated January 27, 2021 (the “IPO Prospectus”) available at xxx.xxx.xxx, substantially all of the CompanyIssuer’s assets consist of the cash proceeds of the CompanyIssuer’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”) for the benefit of the CompanyIssuer, its public shareholders and the underwriter underwriter(s) of the CompanyIssuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company 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 IPO Prospectus. For and in consideration of the Company Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilitySubscription Agreement; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its the Investor’s record or beneficial ownership of Class A Shares of Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor acknowledges that the Company SLAM is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company SLAM and one or more businesses or assets. The Investor further acknowledges that, as described in the CompanySLAM’s final prospectus relating to its initial public offering dated January 27, 2021 (the “IPO Prospectus”) available at xxx.xxx.xxx, substantially all of the CompanySLAM’s assets consist of the cash proceeds of the CompanySLAM’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”) for the benefit of the CompanySLAM, its public shareholders and the underwriter underwriter(s) of the CompanySLAM’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company SLAM 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 SLAM entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, provided that nothing in this Section 10 8 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its the Investor’s record or beneficial ownership of SLAM Class A Shares acquired by any means other than pursuant to this Agreement.

Trust Account Waiver. The Investor acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27November 23, 2021 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’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”) for the benefit of the Company, its public shareholders and the underwriter of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilitySubscription Agreement; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares ordinary shares of the Company acquired by means other than pursuant to this Subscription Agreement, pursuant to an exercised redemption right with respect to any such Class A ordinary shares, except to the extent that the Investor has otherwise agreed with the Company to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that the Company RTP is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company RTP and one or more businesses or assets. The Investor further acknowledges that, as described in the CompanyRTP’s prospectus relating to its initial public offering dated January 27November 18, 2021 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the CompanyRTP’s assets consist of the cash proceeds of the CompanyRTP’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”) for the benefit of the CompanyRTP, its public shareholders and the underwriter of the CompanyRTP’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company RTP 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 RTP entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilitySubscription Agreement; provided, however, that nothing in this Section 10 9 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its the Investor’s record or beneficial ownership of Class A Shares ordinary shares of RTP 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 RTP.

Trust Account Waiver. The Investor Company understands and acknowledges that the Company Acquiror is a blank check company with formed for the powers and privileges to effect purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and with one or more businesses or assetsbusinesses. The Investor Company further acknowledges that, as described in the Company’s final prospectus relating to its Acquiror’s initial public offering dated January 27filed with the SEC on September 10, 2021 2020 (the “Prospectus”) available at xxx.xxx.xxx), substantially all of the CompanyAcquiror’s assets consist of the cash proceeds of the Company’s such initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in into a trust account (the “Trust Account”) for the benefit of Acquiror and Acquiror’s public shareholders. As further described in the CompanyProspectus, its public shareholders and the underwriter of the Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released from time to the Company to pay its tax obligations, if any, the cash time in the Trust Account may only be disbursed only for released upon certain conditions. The Company acknowledges and agrees that, prior to the purposes set forth Acquisition Closing and subject in all respects to the Prospectus. For and in consideration of the Company entering into this Trust Agreement, the receipt and sufficiency it has no right of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, set-off or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim of any kind (“Claim”) to, or to any monies held or other assets in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies or other assets in, the Trust Account that it may have now or in the future prior to Acquisition Closing. In the event the Company has any Claim against Acquiror under this Agreement or otherwise, the Company shall pursue such Claim solely against Acquiror and Acquiror’s assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this AgreementAccount.

Trust Account Waiver. The Investor acknowledges that the Company Jaws is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company Jaws and one or more businesses or assets. The Investor further acknowledges that, as described in the Company’s Jaws’ prospectus relating to its initial public offering dated January 27May 13, 2021 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s Jaws’ assets consist of the cash proceeds of the Company’s Jaws’ 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”) for the benefit of the CompanyJaws, its public shareholders and the underwriter underwriters of the Company’s Jaws’ initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company Jaws 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 Jaws entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilitySubscription Agreement; provided, however, that nothing in this Section 10 9 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of any Class A Shares acquired by means other than the Class A Shares purchased by it pursuant to this Subscription Agreement, pursuant to a validly exercised redemption right with respect to any such Class A Shares.

Trust Account Waiver. The Investor acknowledges that the Company JAWS is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company JAWS and one or more businesses or assets. The Investor further acknowledges that, as described in the Company’s JAWS’ prospectus relating to its initial public offering dated January 27December 2, 2021 2020 (the “Prospectus”) available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of the Company’s JAWS’ assets consist of the cash proceeds of the Company’s JAWS’ 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”) for the benefit of the CompanyJAWS, its public shareholders and the underwriter underwriters of the Company’s JAWS’ initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company JAWS 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 JAWS entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilitySubscription Agreement; provided, however, that nothing in this Section 10 9 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A any Shares acquired by means other than the Shares purchased by it pursuant to this Subscription Agreement, pursuant to a validly exercised redemption right with respect to any such Shares.

Trust Account Waiver. The Investor acknowledges that the Company IPOB is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company IPOB and one or more businesses or assets. The Investor further acknowledges that, as described in the CompanyIPOB’s prospectus relating to its initial public offering dated January April 27, 2021 2020 (the “Prospectus”) available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of the CompanyIPOB’s assets consist of the cash proceeds of the CompanyIPOB’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”) for the benefit of the CompanyIPOB, its public shareholders and the underwriter of the CompanyIPOB’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company IPOB 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 IPOB entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilitySubscription Agreement; provided, however, that nothing in this Section 10 9 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its the Investor’s record or beneficial ownership of Class A Shares of IPOB acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 2715, 2021 2015 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash net proceeds of the Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its ’s public shareholders and the underwriter of the Company’s initial public offeringshareholders. Except with respect to any interest earned on the funds held in the Trust Account that may be released to the Company to pay income or other tax obligations or to meet its tax obligations, if anyworking capital requirements, the cash funds in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor Subscriber, on behalf of itself and its directors, managers, officers, employees, agents and advisors (including accountants, consultants, investment bankers, legal counsel and other experts) and other representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27September 6, 2021 2018 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public shareholders stockholders and the underwriter underwriters of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor Subscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor undersigned acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor undersigned further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27February 12, 2021 2018 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’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”) for the benefit of the Company, its public shareholders and the underwriter of the Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company 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 entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor undersigned hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or Subscription Agreement. For the transactions contemplated herebyavoidance of doubt, regardless of whether such claim arises based on contract, tort, equity or the foregoing sentence shall not waive any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed right the undersigned may have to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of to the extent that it redeems any Class A Shares acquired by means other than pursuant to this Agreementordinary shares of the Company in connection with the Transaction.

Trust Account Waiver. The Investor acknowledges that the Company Peak is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company Peak and one or more businesses or assets. The Investor further acknowledges that, as described in the CompanyPeak’s prospectus relating to its initial public offering dated January 27, 2021 (the “IPO Prospectus”) available at xxx.xxx.xxx, substantially all of the CompanyPeak’s assets consist of the cash proceeds of the CompanyPeak’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”) for the benefit of the CompanyPeak, its public shareholders stockholders and the underwriter of the CompanyPeak’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company Peak 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 Peak entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilitySubscription Agreement; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its the Investor’s record or beneficial ownership of Class A Shares Peak Common Stock acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor acknowledges that the Company ASPL is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company ASPL and one or more businesses or assets. The Investor further acknowledges that, as described in the CompanyASPL’s prospectus relating to its initial public offering dated January 27September 22, 2021 2020 (the “IPO Prospectus”) available at xxx.xxx.xxx, substantially all of the CompanyASPL’s assets consist of the cash proceeds of the CompanyASPL’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”) for the benefit of the CompanyASPL, its public shareholders and the underwriter of the CompanyASPL’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company ASPL 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 ASPL entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilitySubscription Agreement; provided, however, that nothing in this Section 10 9 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its the Investor’s record or beneficial ownership of Class A Shares ordinary shares of ASPL acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27August 13, 2021 2015 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public shareholders and the underwriter underwriters of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor Subscriber, on behalf of itself and its Representatives, hereby irrevocably irrevocable waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor acknowledges that the Company SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company SPAC and one or more businesses or assets. The Investor further acknowledges that, as described in the CompanySPAC’s final prospectus relating to its initial public offering dated January 27, 2021 (the “IPO Prospectus”) available at xxx.xxx.xxx, substantially all of the CompanySPAC’s assets consist of the cash proceeds of the CompanySPAC’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”) for the benefit of the CompanySPAC, its public shareholders and the underwriter underwriter(s) of the CompanySPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company 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 IPO Prospectus. For and in consideration of the Company SPAC entering into this Backstop Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityBackstop Agreement; provided, however, provided that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its the Investor’s record or beneficial ownership of the Class A Ordinary Shares of SPAC acquired by any means other than pursuant to this Backstop Agreement.

Trust Account Waiver. The Investor acknowledges that the Company Virtuoso is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company Virtuoso and one or more businesses or assets. The Investor further acknowledges that, as described in the CompanyVirtuoso’s prospectus relating to its initial public offering dated January 27December 28, 2021 2020 (the “2020 Prospectus”) available at xxx.xxx.xxx, substantially all of the CompanyVirtuoso’s assets consist of the cash proceeds of the CompanyVirtuoso’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”) for the benefit of the CompanyVirtuoso, its public shareholders and the underwriter of the CompanyVirtuoso’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company Virtuoso to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the 2020 Prospectus. For and in consideration of the Company Virtuoso entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilitySubscription Agreement; provided, provided however, that nothing in this Section 10 shall be deemed (x) serve to limit or prohibit the Investor’s rightright to pursue a claim against Virtuoso for legal relief against assets held outside the Trust Account, titlefor specific performance or other equitable relief, interest (y) serve to limit or claim to prohibit any monies claims that the Investor may have in the future against Virtuoso’s assets or funds that are not held in the Trust Account by virtue of its record (including any funds that have been released from the Trust Account and any assets that have been purchased or beneficial ownership of Class A Shares acquired by means other than pursuant to this Agreementwith any such funds).

Trust Account Waiver. The Investor acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’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”) for the benefit of the Company, its public shareholders and the underwriter of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectus. For and in consideration of the Company entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27August 10, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public shareholders and the underwriter underwriters of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor Subscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor acknowledges that the Company CHFW is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company CHFW and one or more businesses or assets. The Investor further acknowledges that, as described in the CompanyCHFW’s prospectus relating to its initial public offering dated January 27November 18, 2021 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the CompanyCHFW’s assets consist of the cash proceeds of the CompanyCHFW’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”) for the benefit of the CompanyCHFW, its public shareholders and the underwriter underwriters of the CompanyCHFW’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company CHFW 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 CHFW entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account Account, regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription Agreement or the transactions contemplated herebyany other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (the “Released Claims”); provided, however, that nothing the Released Claims shall not include any claims that the Investor may have solely in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its capacity as a record or beneficial ownership holder of any Class A Shares acquired by means other than pursuant to this AgreementOrdinary Shares.

Trust Account Waiver. The Investor Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27April 29, 2021 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public shareholders and the underwriter underwriters of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor Subscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27December 5, 2021 2019 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public shareholders stockholders and the underwriter underwriters of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor Subscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 2712, 2021 2017 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public shareholders stockholders and the underwriter underwriters of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor Subscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor undersigned acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor undersigned further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27February 12, 2021 2018 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public shareholders and the underwriter underwriters of the Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company 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 entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor undersigned hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor acknowledges that the Company Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company Issuer and one (1) or more businesses or assets. The Investor further acknowledges that, as described in the CompanyIssuer’s prospectus relating to its initial public offering dated January 27March 15, 2021 (the “Prospectus”) 2021, available at xxx.xxx.xxx, substantially all of the CompanyIssuer’s assets consist of the cash proceeds of the CompanyIssuer’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”) for the benefit of the CompanyIssuer, its public shareholders and the underwriter underwriter(s) of the CompanyIssuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company 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 February Prospectus. For and in consideration of the Company Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind he, she or it has or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilitySubscription Agreement; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its the Investor’s record or beneficial ownership of Class A Shares common stock of Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated January 27February 12, 2021 2018 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public shareholders and the underwriter underwriters of the Company’s initial public offering. Except with respect to interest earned on the funds 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 Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor Subscriber, on behalf of itself and its Representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, 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 Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares acquired by means other than pursuant to this Subscription Agreement.