Common use of Trust Account Clause in Contracts

Trust Account. As of the date of this Agreement, HighCape has an amount in cash in the Trust Account equal to at least $ 115,000,384.00. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 3, 2020 (the “Trust Agreement”), between HighCape and Continental, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape SEC Reports to be inaccurate in any material respect or, to HighCape’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape Holders who shall have elected to redeem their HighCape Class A Common Stock pursuant to the Governing Documents of HighCape or (iii) if HighCape fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape (in limited amounts to permit HighCape to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCape) and then the Pre-Closing HighCape Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape and the Trust Agreement. HighCape has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of HighCape, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since September 3, 2020, HighCape has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing HighCape Holders who have elected to redeem their HighCape Class A Common Stock pursuant to the Governing Documents of HighCape, each in accordance with the terms of and as set forth in the Trust Agreement, HighCape shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the date of this Agreement, HighCape Pathfinder has an amount in cash in the Trust Account equal to at least $ 115,000,384.00$325,000,000. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 one hundred eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) obligations. The funds held in the Trust Account are held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 3February 16, 2020 2021 (the “Trust Agreement”), between HighCape Pathfinder and Continental, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape Pathfinder SEC Reports to be inaccurate in any material respect or, to HighCapePathfinder’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape Pathfinder Holders who shall have elected to redeem their HighCape Pathfinder Class A Common Stock Shares pursuant to the Governing Documents of HighCape Pathfinder or (iii) if HighCape Pathfinder fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape Pathfinder and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape Pathfinder (in limited amounts to permit HighCape Pathfinder to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapePathfinder) and then the Pre-Closing HighCape Pathfinder Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape Pathfinder and the Trust Agreement. HighCape As of the date of this Agreement, Pathfinder has performed all material obligations required to be performed by it to date underhereunder, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with any material respect under the Trust Agreement, and, to the knowledge of HighCapePathfinder, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunderunder the Trust Agreement. As of the date of this Agreement, there are no claims or proceedings Proceedings pending with respect to the Trust Account. Since September 3February 16, 20202021, HighCape Pathfinder has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing HighCape Pathfinder Holders who have elected to redeem their HighCape Pathfinder Class A Common Stock Shares pursuant to the Governing Documents of HighCapePathfinder, each in accordance with the terms of and as set forth in the Trust Agreement, HighCape Pathfinder shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape Pathfinder to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. (a) As of the date of this Agreement, HighCape SPAC has an amount in cash in the Trust Account equal to at least $ 115,000,384.00of approximately $172,500,000. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 314, 2020 (the “Trust Agreement”), between HighCape SPAC and Continental, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape SPAC SEC Reports to be inaccurate in any material respect or, to HighCapeSPAC’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape Holders SPAC Stockholders who shall have elected to redeem their HighCape Class A Common Stock SPAC Shares pursuant to the Governing Documents of HighCape SPAC or (iii) if HighCape SPAC fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape SPAC and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape SPAC (in limited amounts to permit HighCape SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapeSPAC) and then the Pre-Closing HighCape HoldersSPAC Stockholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape SPAC and the Trust Agreement. HighCape SPAC has performed all material obligations required to be performed by it to date under, and is not in material default default, breach or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of HighCape, and no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. As of the date of this Agreement, there There are no claims or proceedings Proceedings pending with respect to the Trust Account. Since September 314, 2020, HighCape SPAC has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing HighCape Holders SPAC Stockholders who have elected to redeem their HighCape Class A Common Stock SPAC Shares pursuant to the Governing Documents of HighCapeSPAC, each in accordance with the terms of and as set forth in the Trust Agreement, HighCape SPAC shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape SPAC to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the date of this Agreement, HighCape THMA has an amount in cash in the Trust Account equal to at least $ 115,000,384.00$276,000,000. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 3February 1, 2020 2021 (the “Trust Agreement”), between HighCape THMA and Continental, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape THMA SEC Reports to be inaccurate in any material respect or, to HighCapeTHMA’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape THMA Holders who shall have elected to redeem their HighCape THMA Class A Common Stock Shares pursuant to the Governing Documents of HighCape THMA or (iii) if HighCape THMA fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape THMA and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape THMA (in limited amounts to permit HighCape THMA to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapeTHMA) and then the Pre-Closing HighCape THMA Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape THMA and the Trust Agreement. HighCape THMA has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of HighCapeTHMA, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since September 3, 2020, HighCape THMA has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing HighCape THMA Holders who have elected to redeem their HighCape THMA Class A Common Stock Shares pursuant to the Governing Documents of HighCapeTHMA Stockholder Redemption, each in accordance with the terms of and as set forth in the Trust Agreement, HighCape THMA shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape THMA to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the date of this Agreement, HighCape FRLA has an amount in cash in the Trust Account equal to at least $ 115,000,384.00$39,635,882. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Account Agreement, dated as of September 3November 2, 2020 2021 (the “Trust Agreement”), between HighCape FRLA and ContinentalWilmington Trust, National Association, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape FRLA SEC Reports to be inaccurate in any material respect or, to HighCapeFRLA’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape FRLA Holders who shall have elected to redeem their HighCape FRLA Class A Common Stock Shares pursuant to the Governing Documents of HighCape FRLA or (iii) if HighCape FRLA fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape FRLA and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape FRLA (in limited amounts to permit HighCape FRLA to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapeFRLA) and then the Pre-Closing HighCape FRLA Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape FRLA and the Trust Agreement. HighCape FRLA has performed all material obligations required to be performed by it to date underunder the Trust Agreement, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of HighCapeFRLA, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since September 3, 2020, HighCape FRLA has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust AgreementAgreement and prior redemptions pursuant to FRLA’s Governing Documents). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing HighCape FRLA Holders who have elected to redeem their HighCape FRLA Class A Common Stock Shares pursuant to the Governing Documents of HighCapeFRLA, each in accordance with the terms of and as set forth in the Trust Agreement, HighCape FRLA shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape FRLA to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the date of this Agreement, HighCape Bannix has an amount in cash in the Trust Account equal to at least $ 115,000,384.00$31,744,838. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated September 10, 2021, as of September 3amended on March 10, 2020 2023 (the “Trust Agreement”), between HighCape Bannix and ContinentalContinental Stock Transfer & Trust Company, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape Bannix SEC Reports to be inaccurate in any material respect or, to HighCapeBxxxxx’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape Holders Bannix Stockholders who shall have elected to redeem their HighCape Class A Bannix Common Stock pursuant to the Governing Documents of HighCape Bannix or (iii) if HighCape Bannix fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape Bannix and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape Bannix (in limited amounts to permit HighCape Bannix to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapeBannix) and then the Pre-Closing HighCape HoldersBannix Stockholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape Bannix and the Trust Agreement. HighCape As of the date of this Agreement, Bannix has performed all material obligations required to be performed by it to date underit, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with default, under the Trust Agreement, and, to the knowledge of HighCapeBannix’s knowledge, no event has occurred which, which (with due notice or lapse of time or both, ) would constitute such a material default thereunderunder the Trust Agreement. As of the date of this Agreement, there are no claims or proceedings Proceedings pending with respect to the Trust Account. Since September 3May 1, 20202023, HighCape Bxxxxx has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, hereby (including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing HighCape Holders Bannix Stockholders who have elected to redeem their HighCape Class A Bannix Common Stock pursuant to the Governing Documents of HighCapeBannix, each in accordance with the terms of and as set forth in the Trust Agreement), HighCape Bannix shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape Bannix to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the date of this Agreement, HighCape SPAC has an amount in cash at least US$43,442,918.44 in the Trust Account equal to at least $ 115,000,384.00. The funds held in the Trust Account are (a) Account, such monies invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days securities or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only Act, or cash items, including deposits in direct U.S. government treasury obligations and (b) held in trust banks, pursuant to that certain the Investment Management Trust Agreement, dated as of September 3January 24, 2020 (the “Trust Agreement”)2022, between HighCape SPAC and ContinentalContinental Stock Transfer & Trust Company, as trustee (the “Trustee”), as amended by (a) the Amendment No.1 to the Trust Agreement (as defined below) dated April 13, 2023, (b) the Amendment No.2 to the Trust Agreement dated October 25, 2023, and (c) the Amendment No.3 to the Trust Agreement dated November 8, 2023, and as further amended from time to time (the “Trust Agreement”). There are no separate agreementsContracts, side letters or other agreements arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape SPAC SEC Reports Filings to be inaccurate in any material respect or, to HighCape’s knowledge, or that would entitle any Person to any portion of the funds in the Trust Account (other than (i) the SPAC Shareholders holding SPAC Ordinary Shares sold in respect of deferred underwriting commissions or TaxesSPAC’s initial public offering, (ii) the Pre-Closing HighCape Holders who shall have elected to redeem their HighCape Class A Common Stock SPAC Ordinary Shares pursuant to SPAC’s Governing Documents) to any portion of the Governing Documents of HighCape or (iii) if HighCape fails to complete a business combination within the allotted time period set forth proceeds in the Governing Documents of HighCape and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape (in limited amounts to permit HighCape to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCape) and then the Pre-Closing HighCape Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to may be released, except in other than to pay Taxes and payments with respect to all SPAC Shareholder Redemptions. There are no proceedings pending or, to the circumstances described in the Governing Documents knowledge of HighCape and SPAC, threatened with respect to the Trust AgreementAccount. HighCape SPAC has performed all material obligations required to be performed by it to date under, and is not in material default default, breach or delinquent in performance or any other respect (claimed or actual) in connection with with, the Trust Agreement, and, to the knowledge of HighCape, and no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. As of the Merger Effective Time, the obligations of SPAC to dissolve or liquidate pursuant to SPAC’s Governing Documents shall terminate, and as of the Merger Effective Time, SPAC shall have no obligation whatsoever pursuant to SPAC’s Governing Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions. To SPAC’s knowledge, as of the date of this Agreementhereof, there are following the Merger Effective Time, no claims or proceedings pending with respect SPAC Shareholder shall be entitled to the Trust Account. Since September 3, 2020, HighCape has not released receive any money amount from the Trust Account (other than interest income earned on except to the extent such SPAC Shareholder is exercising a SPAC Shareholder Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company Parties contained herein and the compliance by the Company Parties with their respective obligations hereunder, SPAC does not have any reason to believe that any of the conditions to the use of funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from will not be satisfied or funds available in the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) will not be available to SPAC on the Pre-Closing HighCape Holders who have elected to redeem their HighCape Class A Common Stock pursuant to the Governing Documents of HighCape, each in accordance with the terms of and as set forth in the Trust Agreement, HighCape shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its termsDate.

Trust Account. As of the date of the Agreement, Plum has an amount in cash equal to at least $320,000,000 in a trust account (the “Trust Account”). As of the date of this Agreement, HighCape has an amount in cash in the Trust Account equal to at least $ 115,000,384.00. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 one hundred eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 3March 18, 2020 2021 (the “Trust Agreement”), between HighCape Plum and Continentalthe Exchange Agent, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape Plum SEC Reports to be inaccurate in any material respect or, to HighCape’s knowledge, and/or that would entitle any Person to any portion of the funds proceeds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape Plum Holders who shall have elected to redeem their HighCape Plum Class A Common Stock Shares pursuant to the Governing Documents of HighCape Plum or (iii) if HighCape Plum fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape Plum and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape Plum (in limited amounts to permit HighCape Plum to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapePlum) and then the Pre-Closing HighCape Plum Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape Plum and the Trust Agreement. HighCape As of the date of this Agreement, Plum has performed all material obligations required to be performed by it to date under, and is not in material default breach or default, or delinquent in performance in any material respect or any other respect (claimed or actual) in connection with any material respect, under the Trust Agreement, and, to the knowledge of HighCapePlum, no event has occurred which, which (with due notice or lapse of time or both, ) would constitute such a material default thereunderunder the Trust Agreement. As of the date of this Agreement, there are no claims or proceedings Proceedings pending with respect to the Trust Account. Since September 3March 18, 20202021, HighCape Plum has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, hereby (including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or Taxes, (B) to the Pre-Closing HighCape Plum Holders who have elected to redeem their HighCape Plum Class A Common Stock Shares pursuant to the Governing Documents of HighCapePlum and (C) Plum, each in accordance with the terms of and as set forth in the Trust Agreement), HighCape Plum shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape Plum to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the date of this Agreement, HighCape SPAC has an amount in cash in the Trust Account equal to at least $ 115,000,384.00$13,800,000. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 one hundred eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations obligations, and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 3October 5, 2020 (the “Trust Agreement”)2021, between HighCape SPAC and ContinentalContinental Stock Transfer & Trust Company, as trustee (the “Trustee”) (the “Trust Agreement”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape SPAC SEC Reports to be inaccurate in any material respect or, to HighCapeSPAC’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape Holders SPAC Stockholders who shall have elected to redeem their HighCape Class A Common Stock pursuant to the Governing Documents of HighCape SPAC, or (iii) if HighCape SPAC fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape SPAC and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape SPAC (in limited amounts to permit HighCape SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapeSPAC) and then the Pre-Closing HighCape HoldersSPAC Stockholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape SPAC and the Trust Agreement. HighCape SPAC has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with with, the Trust Agreement, and, to the knowledge of HighCapeSPAC, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since September 3, 2020, HighCape has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes Taxes, or (B) to the Pre-Closing HighCape Holders SPAC Stockholders who have elected to redeem their HighCape Class A Common Stock pursuant to the Governing Documents of HighCapeSPAC, each in accordance with the terms of and as set forth in the Trust Agreement, HighCape SPAC shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape SPAC to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the date of this Agreement, HighCape CHFW has an amount in cash in the Trust Account equal to at least $ 115,000,384.00$92,000,000. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 3, 2020 Agreement (the “Trust Agreement”)., dated November 18, 2020, between HighCape CHFW and ContinentalContinental Stock Transfer & Trust Company, as trustee (the “Trustee”). ) There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape CHFW SEC Reports to be inaccurate in any material respect or, to HighCapeCHFW’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape CHFW Holders who shall have elected to redeem their HighCape CHFW Class A Common Stock Shares pursuant to the Governing Documents of HighCape CHFW or (iii) if HighCape CHFW fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape CHFW and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape CHFW (in limited amounts to permit HighCape CHFW to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapeCHFW) and then the Pre-Closing HighCape CHFW Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape CHFW and the Trust Agreement. HighCape CHFW has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of HighCapeCHFW, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since September 3November 18, 2020, HighCape CHFW has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing HighCape CHFW Holders who have elected to redeem their HighCape CHFW Class A Common Stock Shares pursuant to the Governing Documents of HighCapeCHFW, each in accordance with the terms of and as set forth in the Trust Agreement, HighCape CHFW shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape CHFW to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the date of this the Agreement, HighCape SPAC has an amount in cash in the Trust Account equal to at least $ 115,000,384.00$234,600,000 in a trust account (the “Trust Account”). The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act Act, which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 3October 19, 2020 2021 (the “Trust Agreement”), between HighCape SPAC and ContinentalContinental Stock Transfer & Trust Company, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape SPAC SEC Reports to be inaccurate in any material respect or, to HighCape’s knowledge, and/or that would entitle any Person to any portion of the funds proceeds in the Trust Account Account, (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape SPAC Holders who shall have elected to redeem their HighCape pre-Closing SPAC Class A Common Stock Shares pursuant to the Governing Documents of HighCape SPAC or (iii) if HighCape SPAC fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape SPAC and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape SPAC (in limited amounts to permit HighCape SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapeSPAC) and then the Pre-Closing HighCape SPAC Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape SPAC and the Trust Agreement. HighCape As of the date of this Agreement, SPAC has performed all material obligations required to be performed by it to date underdate, and is not in material default breach or default, or delinquent in performance in any material respect or any other respect (claimed or actual) in connection with any material respect, under the Trust Agreement, and, to the knowledge of HighCapeSPAC, no event has occurred which, which (with due notice or lapse of time or both, ) would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings Proceedings pending with respect to the Trust Account. Since September 3October 22, 20202021, HighCape SPAC has not released any money from the Trust Account (other than interest income earned on the funds held in except as permitted pursuant to the Trust Account as permitted by Agreement and the Trust Agreement)Governing Documents of SPAC. Upon the consummation of the transactions contemplated hereby, herein (including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or Taxes, (B) to the Pre-Closing HighCape SPAC Holders who have elected to redeem their HighCape SPAC Class A Common Stock Shares pursuant to the Governing Documents of HighCapeSPAC and (C) TopCo, each in accordance with the terms of and as set forth in the Trust Agreement), HighCape SPAC shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape SPAC to dissolve, liquidate or distribute any assets held in the Trust AccountAccount by reason of the consummation of such transactions, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the date of this Agreement, HighCape DYNS has an amount in cash in the Trust Account equal to at least $ 115,000,384.00$230,000,000. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations obligations, and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 3May 25, 2020 (the “Trust Agreement”)2021, between HighCape DYNS and ContinentalContinental Stock Transfer & Trust Company, as trustee (the “Trustee”) (the “Trust Agreement”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape DYNS SEC Reports to be inaccurate in any material respect or, to HighCapeDYNS’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape Holders DYNS Stockholders who shall have elected to redeem their HighCape Class A Common Stock pursuant to the Governing Documents of HighCape DYNS, or (iii) if HighCape DYNS fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape DYNS and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape DYNS (in limited amounts to permit HighCape DYNS to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapeDYNS) and then the Pre-Closing HighCape HoldersDYNS Stockholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape DYNS and the Trust Agreement. HighCape DYNS has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of HighCapeDYNS, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since September 3May 25, 20202021, HighCape DYNS has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes Taxes, or (B) to the Pre-Closing HighCape Holders DYNS Stockholders who have elected to redeem their HighCape Class A Common Stock pursuant to the Governing Documents of HighCapeDYNS, each in accordance with the terms of and as set forth in the Trust Agreement, HighCape DYNS shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape DYNS to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the date of this Agreement, HighCape SLAM has an amount in cash in the Trust Account equal to at least $ 115,000,384.00$98,000,000. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having cash in an interest-bearing demand deposit account at a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations bank and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 3February 5, 2020 2021 (the “Trust Agreement”), between HighCape SLAM and Continental, as trustee (the “Trustee”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally to creditors’ rights and subject to general principles of equity) and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape SLAM SEC Reports to be inaccurate in any material respect or, to HighCapeSLAM’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape SLAM Holders who shall have elected to redeem their HighCape SLAM Class A Common Stock Shares pursuant to the Governing Documents of HighCape SLAM or (iii) if HighCape SLAM fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape SLAM and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape SLAM (in limited amounts to permit HighCape SLAM to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapeSLAM) and then the Pre-Closing HighCape SLAM Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape SLAM and the Trust Agreement. HighCape SLAM has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of HighCapeSLAM, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since September 3February 25, 20202021, HighCape SLAM has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing HighCape SLAM Holders who have elected to redeem their HighCape SLAM Class A Common Stock Shares pursuant to the Governing Documents of HighCapeSLAM, each in accordance with the terms of and as set forth in the Trust Agreement, HighCape SLAM shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape SLAM to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the date of this the Agreement, HighCape DSAQ has an amount in cash in the Trust Account equal to at least $ 115,000,384.00. The funds held $62,606,718.49 in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 3, 2020 account (the “Trust AgreementAccount”)) for the benefit of DSAQ’s public stockholders, between HighCape and Continentalmaintained by Continental Stock Transfer & Trust Company, a New York limited purpose trust company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated September 23, 2021, between DSAQ and the Trustee (the “Trust Agreement”). The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of DSAQ and, to the knowledge of DSAQ, the Trustee, enforceable in accordance with its terms, subject to Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of DSAQ, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate agreements, side letters or other agreements Contracts or understandings understandings, (whether written or unwritten, express or impliedoral) that would (a) cause the description of the Trust Agreement in the HighCape DSAQ SEC Reports to be inaccurate in any material respect, (b) cause the DSAQ SEC Reports to be inaccurate in any material respect or, or (c) to HighCapeDSAQ’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape DSAQ Holders who shall have elected to redeem their HighCape DSAQ Class A Common Stock Shares pursuant to the Governing Documents of HighCape DSAQ (including any excise Taxes payable in connection therewith) in connection with the Special Meeting or (iii) if HighCape DSAQ fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape DSAQ and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape DSAQ (in limited amounts to permit HighCape DSAQ to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapeDSAQ) and then the Pre-Closing HighCape DSAQ Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to may be released, released except in the circumstances described in the Governing Documents of HighCape DSAQ and the Trust Agreement, DSAQ’s Governing Documents and DSAQ’s final prospectus dated September 23, 2021. HighCape Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash. DSAQ has performed all material obligations required to be performed by it to to-date under, and complied in all material respects with the terms of, the Trust Agreement, and is not in material default default, breach or delinquent in performance or in any other material respect (claimed or actual) in connection with under the Trust Agreement, and, to the knowledge of HighCapeDSAQ, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. As of the date of this Agreement, there There are no claims or proceedings Proceedings pending or, to the knowledge of DSAQ, threatened with respect to the Trust Account. Since September 328, 20202021, HighCape DSAQ has not released any money from the Trust Account (other than interest income earned on the funds principal held in the Trust Account as permitted by the Trust Agreement). Upon As of the Effective Time, the obligations of DSAQ to dissolve or liquidate pursuant to DSAQ’s Governing Documents shall terminate, and, as of the Effective Time, DSAQ shall have no obligation whatsoever pursuant to DSAQ’s Governing Documents to dissolve and liquidate the assets of DSAQ by reason of the consummation of the transactions contemplated hereby. Following the Effective Time, including the distribution no holder of assets DSAQ Shares shall be entitled to receive any amount from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) except to the Pre-Closing HighCape Holders who have elected to redeem their HighCape Class A Common Stock pursuant to the Governing Documents of HighCape, each in accordance with the terms of and as set forth in the Trust Agreement, HighCape shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its termsextent such holder is a Redeeming Stockholder.

Trust Account. As of the date of this Agreement, HighCape ACAH has an amount in cash in the Trust Account equal to at least $ 115,000,384.00$345,000,000. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September March 3, 2020 2021 (the “Trust Agreement”), between HighCape ACAH and ContinentalContinental Stock Transfer & Trust Company, as trustee (the “Trustee”). The Trust Agreement is valid and in full force and effect and enforceable against ACAH in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws generally affecting the enforcement of creditors’ rights and subject to general principles of equity) and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape ACAH SEC Reports to be inaccurate in any material respect or, to HighCapeACAH’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape Holders ACAH Stockholders who shall have elected to redeem their HighCape ACAH Class A Common Stock Shares pursuant to the Governing Documents of HighCape ACAH or (iii) if HighCape ACAH fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape ACAH and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape ACAH (in limited amounts to permit HighCape ACAH to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapeACAH) and then the Pre-Closing HighCape HoldersACAH Stockholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape ACAH and the Trust Agreement. HighCape As of the date of this Agreement, ACAH has performed all material obligations required to be performed by it to date underit, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of HighCapeACAH’s knowledge, no event has occurred which, which (with due notice or lapse of time or both, ) would constitute such a material default thereunderunder the Trust Agreement. As of the date of this Agreement, there are no claims or proceedings Proceedings pending with respect to the Trust Account. Since September March 3, 20202021, HighCape until the date of this Agreement, ACAH has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, hereby (including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing HighCape Holders ACAH Stockholders who have elected to redeem their HighCape ACAH Class A Common Stock Shares pursuant to the Governing Documents of HighCapeACAH, each in accordance with the terms of and as set forth in the Trust Agreement), HighCape ACAH shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape ACAH to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the date of this Agreement, HighCape SPAC has an amount in cash in the Trust Account equal to at least $ 115,000,384.00$300,000,000. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 3October 20, 2020 (the “Trust Agreement”), between HighCape SPAC and ContinentalContinental Stock Transfer & Trust Company, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape SPAC SEC Reports to be inaccurate in any material respect or, to HighCapeSPAC’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape Holders SPAC Stockholders who shall have elected to redeem their HighCape SPAC Class A Common Stock Shares pursuant to the Governing Documents of HighCape SPAC or (iii) if HighCape SPAC fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape SPAC and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape SPAC (in limited amounts to permit HighCape SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapeSPAC) and then the Pre-Closing HighCape HoldersSPAC Stockholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape SPAC and the Trust Agreement. HighCape As of the date of this Agreement, SPAC has performed all material obligations required to be performed by it to date underit, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of HighCapeSPAC’s knowledge, no event has occurred which, which (with due notice or lapse of time or both, ) would constitute such a material default thereunderunder the Trust Agreement. As of the date of this Agreement, there are no claims or proceedings Proceedings pending with respect to the Trust Account. Since September 3October 20, 2020, HighCape SPAC has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, Transactions (including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing HighCape Holders SPAC Stockholders who have elected to redeem their HighCape SPAC Class A Common Stock Shares pursuant to the Governing Documents of HighCapeSPAC, each in accordance with the terms of and as set forth in the Trust Agreement), HighCape SPAC shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape SPAC to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the date of this Agreement, HighCape BOA has an amount in cash in the Trust Account equal to at least $ 115,000,384.00$230,000,000. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 3February 23, 2020 2021 (the “Trust Agreement”), between HighCape BOA and ContinentalContinental Stock Transfer & Trust Company, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape BOA SEC Reports to be inaccurate in any material respect or, to HighCapeBOA’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape Holders BOA Stockholders who shall have elected to redeem their HighCape BOA Class A Common Stock Shares pursuant to the Governing Documents of HighCape BOA or (iii) if HighCape BOA fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape BOA and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape BOA (in limited amounts to permit HighCape BOA to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapeBOA) and then the Pre-Closing HighCape HoldersBOA Stockholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape BOA and the Trust Agreement. HighCape As of the date of this Agreement, BOA has performed all material obligations required to be performed by it to date underit, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with default, under the Trust Agreement, and, to the knowledge of HighCapeBOA’s knowledge, no event has occurred which, which (with due notice or lapse of time or both, ) would constitute such a material default thereunderunder the Trust Agreement. As of the date of this Agreement, there are no claims or proceedings Proceedings pending with respect to the Trust Account. Since September 3February 23, 20202021, HighCape BOA has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, hereby (including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing HighCape Holders BOA Stockholders who have elected to redeem their HighCape BOA Class A Common Stock Shares pursuant to the Governing Documents of HighCapeBOA, each in accordance with the terms of and as set forth in the Trust Agreement), HighCape BOA shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape BOA to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the date of this Agreement, HighCape Capstar has an amount in cash in the Trust Account equal to at least $ 115,000,384.00$276,149,000. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 3July 10, 2020 (the “Trust Agreement”), between HighCape Capstar and Continental, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape Capstar SEC Reports to be inaccurate in any material respect or, to HighCapeCapstar’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape Capstar Holders who shall have elected to redeem their HighCape Capstar Class A Common Stock Shares pursuant to the Governing Documents of HighCape Capstar or (iii) if HighCape Capstar fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape Capstar and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape Capstar (in limited amounts to permit HighCape Capstar to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapeCapstar) and then the Pre-Closing HighCape Capstar Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape Capstar and the Trust Agreement. HighCape Capstar has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of HighCapeCapstar, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since September 3, 2020, HighCape Capstar has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing HighCape Capstar Holders who have elected to redeem their HighCape Capstar Class A Common Stock Shares pursuant to the Governing Documents of HighCapeCapstar, each in accordance with the terms of and as set forth in the Trust Agreement, HighCape Capstar shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape Capstar to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the date of this AgreementFebruary 7, HighCape 2024, TortoiseCorp III has an amount in cash in the Trust Account equal to at least $ 115,000,384.00$184,117,000. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 3July 19, 2020 2021 (the “Trust Agreement”), between HighCape TortoiseCorp III and Continental, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape TortoiseCorp III SEC Reports to be inaccurate in any material respect or, to HighCapeTortoiseCorp III’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape TortoiseCorp III Holders who shall have elected to redeem their HighCape TortoiseCorp III Class A Common Stock Shares pursuant to the Governing Documents of HighCape TortoiseCorp III or (iii) if HighCape TortoiseCorp III fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape TortoiseCorp III and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape TortoiseCorp III (in limited amounts to permit HighCape TortoiseCorp III to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapeTortoiseCorp III) and then the Pre-Closing HighCape TortoiseCorp III Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape TortoiseCorp III and the Trust Agreement. HighCape TortoiseCorp III has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with with, the Trust Agreement, and, to the knowledge of HighCapeTortoiseCorp III, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since September 3July 19, 20202021, HighCape TortoiseCorp III has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing HighCape TortoiseCorp III Holders who have elected to redeem their HighCape TortoiseCorp III Class A Common Stock Shares pursuant to the Governing Documents of HighCapeTortoiseCorp III, each in accordance with the terms of and as set forth in the Trust Agreement, HighCape TortoiseCorp III shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape TortoiseCorp III to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of November 9, 2020, Acquiror has $76,528,652.26 (less, as of the date of this AgreementClosing, HighCape has an amount in cash payments to be paid to the Redeeming Stockholders) in the trust account established by Acquiror for the benefit of its Acquiror Public Stockholders at J.X. Xxxxxx Cxxxx Bank, N.A. (the “Trust Account equal to at least $ 115,000,384.00. The funds held Account”), and such monies are invested in the Trust Account are (a) invested solely in United States “government securities” within the meaning of (as such term is defined in Section 2(a)(16) of the Investment Company ActAct of 1940, as amended), having a maturity of 185 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations obligations, and (b) held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to that certain the Investment Management Trust Agreement, dated as of September 3May 4, 2020 2020, between Acquiror and the Trustee (the “Trust Agreement”), between HighCape . The Trust Agreement is valid and Continental, as trustee (the “Trustee”)in full force and effect and enforceable in accordance with its terms and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape Acquiror SEC Reports Documents to be inaccurate in any material respect or, to HighCape’s knowledge, or that would entitle any Person (other than payments to Rxxx and C-H for deferred underwriting commissions as described in the Acquiror SEC Documents and the Acquiror Public Stockholders who elect to redeem their shares of Acquiror Common Stock pursuant to Acquiror’s certificate of incorporation), to any portion of the funds proceeds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape Holders who shall have elected to redeem their HighCape Class A Common Stock pursuant to the Governing Documents of HighCape or (iii) if HighCape fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape (in limited amounts to permit HighCape to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCape) and then the Pre-Closing HighCape Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted may be released except (x) to be released, except pay income and other Tax obligations from any interest income earned in the circumstances described Trust Account or (y) to redeem Acquiror Common Stock in accordance with the Governing provisions of Acquiror’s Organizational Documents of HighCape and the Trust Agreement. HighCape Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with with, the Trust Agreement, and, to the knowledge Knowledge of HighCapeAcquiror, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there There are no claims or proceedings Proceedings pending with respect to the Trust Account. Since September 3May 4, 2020, HighCape Acquiror has not released any money from the Trust Account (other than interest income earned on the funds principal held in the Trust Account as permitted by the Trust Agreement). Upon the consummation As of the transactions contemplated herebyRH Effective Time, including the distribution obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Organizational Documents will terminate, and as of the RH Effective Time, Acquiror will have no obligation whatsoever pursuant to Acquiror’s Organizational Documents to dissolve and liquidate the assets of Acquiror, and following the RH Effective Time, no Acquiror Stockholder will be entitled to receive any amount from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) except to the Pre-Closing HighCape Holders who have elected extent such Acquiror Stockholder is a Redeeming Stockholder. Acquiror has no reason to redeem their HighCape Class A Common Stock pursuant believe that, as of the RH Effective Time, any of the conditions to the Governing Documents use of HighCape, each in accordance with the terms of and as set forth funds in the Trust Agreement, HighCape shall have no further obligation under either the Trust Agreement Account will not be satisfied or the Governing Documents of HighCape to liquidate or distribute any assets held funds available in the Trust AccountAccount will not be available to Acquiror or any of its Affiliates on the Closing Date, and the Trust Agreement shall terminate in accordance other than with its termsrespect to satisfy any redemption payments owed to Redeeming Stockholders.

Trust Account. As of the date of this Agreement, HighCape JAWS has an amount in cash in the Trust Account equal to at least $ 115,000,384.00$690,000,000. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 3May 18, 2020 (the “Trust Agreement”), between HighCape JAWS and Continental, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape JAWS SEC Reports to be inaccurate in any material respect or, to HighCapeJAWS’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape JAWS Holders who shall have elected to redeem their HighCape JAWS Class A Common Stock Shares pursuant to the Governing Documents of HighCape JAWS or (iii) if HighCape JAWS fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape JAWS and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape JAWS (in limited amounts to permit HighCape JAWS to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapeJAWS) and then the Pre-Closing HighCape JAWS Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape JAWS and the Trust Agreement. HighCape JAWS has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of HighCapeJAWS, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since September 3May 18, 2020, HighCape JAWS has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing HighCape JAWS Holders who have elected to redeem their HighCape JAWS Class A Common Stock Shares pursuant to the Governing Documents of HighCapeJAWS, each in accordance with the terms of and as set forth in the Trust Agreement, HighCape JAWS shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape JAWS to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the date of this Agreement, HighCape TortoiseCorp III has an amount in cash in the Trust Account equal to at least $ 115,000,384.00$357,000,000. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 3July 19, 2020 2021 (the “Trust Agreement”), between HighCape TortoiseCorp III and Continental, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape TortoiseCorp III SEC Reports to be inaccurate in any material respect or, to HighCapeTortoiseCorp III’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape TortoiseCorp III Holders who shall have elected to redeem their HighCape TortoiseCorp III Class A Common Stock Shares pursuant to the Governing Documents of HighCape TortoiseCorp III or (iii) if HighCape TortoiseCorp III fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape TortoiseCorp III and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape TortoiseCorp III (in limited amounts to permit HighCape TortoiseCorp III to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCapeTortoiseCorp III) and then the Pre-Closing HighCape TortoiseCorp III Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape TortoiseCorp III and the Trust Agreement. HighCape TortoiseCorp III has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with with, the Trust Agreement, and, to the knowledge of HighCapeTortoiseCorp III, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since September 3July 19, 20202021, HighCape TortoiseCorp III has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing HighCape TortoiseCorp III Holders who have elected to redeem their HighCape TortoiseCorp III Class A Common Stock Shares pursuant to the Governing Documents of HighCapeTortoiseCorp III, each in accordance with the terms of and as set forth in the Trust Agreement, HighCape TortoiseCorp III shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape TortoiseCorp III to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the date Effective Time, the obligations of this Agreement, HighCape has an Rxxx to dissolve or liquidate within a specified time period as contained in the Rxxx Certificate of Incorporation will be terminated and Rxxx shall have no obligation whatsoever to dissolve and liquidate the assets of Rxxx by reason of the consummation of the Merger or otherwise and no stockholder of Rxxx shall be entitled to receive any amount in cash in from the Trust Account equal other than upon the exercise of their Redemption Rights. On the Closing Date, Rxxx shall provide notice to at least $ 115,000,384.00. The the Trustee in accordance with the Trust Agreement and shall deliver any other documents, opinions or notices required to be delivered to the Trustee pursuant to the Trust Agreement and cause the Trustee to, and the Trustee shall thereupon be obligated to, transfer all funds held in the Trust Account are at Closing and as promptly as practicable to Rxxx (to be held as available cash for immediate use on the balance sheet of Rxxx, and to be used (a) invested solely in United States “government securities” within to satisfy the meaning exercise of Section 2(a)(16) of the Investment Company Actany Redemption Rights, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held to pay the Company’s and Roth’s unpaid transaction expenses in trust pursuant to that certain Investment Management Trust Agreementconnection with this Agreement and the Transactions and (c) thereafter, dated as for working capital and other general corporate purposes of September 3, 2020 (the “Trust Agreement”), between HighCape business following the Closing) and Continental, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would thereafter shall cause the description of Trust Account and the Trust Agreement in to terminate; provided, however that the HighCape SEC Reports liabilities and obligations of Rxxx due and owing or incurred at or prior to the Effective Time shall be inaccurate in any material respect orpaid as and when due, including all amounts payable (a) to HighCape’s knowledge, that would entitle any Person to any portion stockholders of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape Holders Rxxx who shall have elected to redeem exercised their HighCape Class A Common Stock pursuant to the Governing Documents of HighCape or Redemption Rights, (iiib) if HighCape fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape (in limited amounts to permit HighCape to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCape) and then the Pre-Closing HighCape Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape and the Trust Agreement. HighCape has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of HighCape, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since September 3filings, 2020applications and/or other actions taken pursuant to this Agreement required under Law, HighCape has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (Bc) to the Pre-Closing HighCape Holders who have elected to redeem their HighCape Class A Common Stock pursuant to the Governing Documents of HighCape, each Trustee for fees and costs incurred in accordance with the terms of and as set forth in the Trust Agreement, HighCape shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape and (d) to liquidate or distribute any assets held third parties (e.g., professionals, printers, etc.) who have rendered services to Rxxx in the Trust Account, and the Trust Agreement shall terminate in accordance connection with its termsefforts to effect the Merger.

Trust Account. As of the date of this Agreement, HighCape PTIC II has an amount in cash in the Trust Account equal to at least $ 115,000,384.00$230,003,947.00. The funds held in the Trust Account are (a) invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Account Agreement, dated as of September December 3, 2020 (the “2020, by and between PTIC II and Continental Stock Transfer & Trust Agreement”), between HighCape and ContinentalCompany, as trustee (the “Trustee”), (the “Trust Agreement”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the HighCape PTIC II SEC Reports to be inaccurate in any material respect or, to HighCapePTIC II’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing HighCape Holders holders of PTIC II Class A Shares who shall have elected to redeem their HighCape PTIC II Class A Common Stock Shares pursuant to the Governing Documents of HighCape PTIC II or (iii) if HighCape PTIC II fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape PTIC II and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape PTIC II (in limited amounts to permit HighCape PTIC II to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCape) PTIC II and then the Pre-Closing HighCape HoldersPTIC II’s public shareholders)). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of HighCape PTIC II and the Trust Agreement. HighCape As of the date hereof, the Trust Agreement is valid, binding and in full force and effect and enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), and has not been amended or modified. As of the date of this Agreement, PTIC II has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with default, under the Trust Agreement, and, to the knowledge of HighCapePTIC II’s knowledge, no event has occurred which, which (with due notice or lapse of time or both, ) would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since September 3, 2020, HighCape has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by under the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing HighCape Holders who have elected to redeem their HighCape Class A Common Stock pursuant to the Governing Documents of HighCape, each in accordance with the terms of and as set forth in the Trust Agreement, HighCape shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.