Common use of Trust Account Clause in Contracts

Trust Account. As of the Original Agreement Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held 65,790,000 in the Trust Account may be released except in accordance with the Trust Agreement(including $2,257,500 payable for deferred underwriting commissions), Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are such monies invested in United States Government government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of 1940May 12, 2022, between Acquiror and Wilmington Trust, National Association, as amendedtrustee (the “Trustee”) (the “Trust Agreement”). There are no separate Contracts (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than shareholders of Acquiror holding Acquiror Common Stock initially sold in Acquiror’s initial public offering who shall have elected to redeem their Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Share Exchange Closing, none of the funds held in the Trust Account may be released other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Account. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, in breach or delinquent in performance or any other respect (to the knowledge of Acquiror, claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legalAs of the Share Exchange Closing, valid and binding obligation the obligations of Acquiror and, to the Knowledge of dissolve or liquidate pursuant to Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect’s Governing Documents shall terminate, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description as of the Trust Agreement in Share Exchange Closing, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the SEC Reports filed or furnished assets of Acquiror by Acquiror to be inaccurate or that would entitle any Person reason of the consummation of the transactions contemplated hereby (other than stockholders use of the funds in the Trust Account for Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect Share Redemptions and to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and pay the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion ). To the knowledge of Acquiror, as of the proceeds date hereof, following the Share Exchange Closing, no Acquiror Shareholder shall be entitled to receive any amount in the Trust AccountAccount except to the extent such Acquiror Shareholder has exercised an Acquiror Share Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror has no does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Share Exchange Closing Date. There are no Actions pending Date (other than use of the funds in the Trust Account for Acquiror Share Redemptions and to pay the underwriters of Acquiror’s initial public offering with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreementdeferred underwriting commissions). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held 500,000,000 in the Trust Account may be released except in accordance with the Trust AgreementAccount, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are such monies invested in United States Government government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of 1940September 30, 2020, between SPAC and Continental Stock Transfer & Trust Company, as amendedtrustee (in such capacity, the “Trustee,” and such Investment Management Trust Agreement, the “Trust Agreement”). Acquiror There are no separate Contracts or side letters that would cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate in any material respect or that would entitle any Person (other than SPAC Shareholders holding SPAC Ordinary Shares (prior to the Acquisition Effective Time) sold in SPAC’s IPO who shall have elected to redeem their SPAC Ordinary Shares (prior to the Acquisition Effective Time) pursuant to the SPAC Charter) to any portion of the proceeds in the Trust Account. Prior to the Acquisition Closing, none of the funds held in the Trust Account may be released other than to pay Taxes and payments with respect to all SPAC Share Redemptions. There are no Actions pending or, to the Knowledge of SPAC, threatened with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force As of the Acquisition Closing, the obligations of SPAC to dissolve or liquidate pursuant to the SPAC Charter shall terminate, and effect as of the Acquisition Closing, SPAC shall have no obligation whatsoever pursuant to the SPAC Charter to dissolve and is a legal, valid and binding obligation liquidate the assets of Acquiror and, to SPAC by reason of the consummation of the Transactions. To the Knowledge of AcquirorSPAC, as of the Trusteedate of this Agreement, enforceable in accordance with its termsfollowing the Acquisition Closing, subject no SPAC Shareholder is entitled to receive any amount from the Trust Account except to the Enforceability Exceptions. The Trust Agreement extent such SPAC Shareholder has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Accountexercised a SPAC Share Redemption. As of the Original Agreement Datedate of this Agreement, assuming the accuracy of the representations and warranties of the Company contained herein in Article III and the compliance by the Company with their its obligations hereunder, Acquiror SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror SPAC on the Acquisition Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As In order to secure the obligations of the Original Agreement DateReinsurer hereunder, there is at least $333,500,000 held in the Company and the Reinsurer, on even date herewith, have entered into a trust account (agreement in the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting form attached hereto as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date Exhibit 1 (the “Trust Agreement”), pursuant to which the Reinsurer as grantor established the Trust Account with the Trustee for the benefit of the Company. Prior to In addition, the Company, the Reinsurer and the Retrocessionaire, if the Closing will occur and on the day of the Closing, none or if the Closing has occurred and at any time after the Closing (a) all conditions precedent to the closing of the funds held in transaction requiring implementation of the Trust Account may be released except in accordance with the Retrocession Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated the form of which is attached hereto as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 Exhibit 2 (the “IPO ProspectusRetrocession Trust Agreement”) and the Retrocession Agreement are satisfied (as certified in writing by the Reinsurer). Amounts in , and (b) the Reinsurer and the Retrocessionaire are ready, willing and able to execute and deliver the Retrocession Agreement and the Retrocession 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, as amended. Acquiror has performed all material Agreement and to perform their respective obligations required thereunder to be performed by it at the closing of the transactions contemplated therein, then the Company shall, upon the written request of the Reinsurer (provided that written request is delivered to the Company not later than three (3) Business Days prior to the intended date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, of the Trust Agreement, and no event has occurred which, with due notice or lapse closing of time or both, would constitute such a default or breach thereunder. The the transactions requiring implementation of the Retrocession Trust Agreement is in full force and effect and is a legalthe Retrocession Agreement), valid and binding obligation of Acquiror and, to enter into the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Retrocession Trust Agreement in the SEC Reports filed form attached hereto as Exhibit 2, together with any conditions, modifications or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering limitations with respect to deferred underwriting commissions) to any portion of the proceeds such form that, individually and in the aggregate, would have an impact on the Company that is either insignificant or not adverse (as determined by the Company in good faith and reasonably taking into account the economic and accounting impact of such condition, modification or limitation on the Company), pursuant to which the Retrocessionaire as grantor shall establish the Retrocession Trust Account. As of Account with the Original Agreement Date, assuming Trustee for the accuracy of the representations and warranties benefit of the Company contained herein and the compliance by the Company with their obligations hereunderReinsurer. The Trustee (i) is a qualified United States financial institution authorized to act as a fiduciary of a trust and (ii) is not a parent, Acquiror has no reason to believe that any subsidiary or Affiliate of the conditions to Company, the use Reinsurer or the Retrocessionaire, if applicable. Each of funds in the Trust Account will not and the Retrocession Trust Account, if applicable, must be satisfied or funds available in the Trust Account will not be available to Acquiror clearly designated as a segregated account on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9books, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As records and information systems of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionTrustee.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has at least $333,500,000 held 287,500,000 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a‑7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 911, 2021, by between SPAC and between Acquiror and Continental Stock Transfer & Trust Company, LLC, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in SPAC SEC Filings to be inaccurate or that would entitle any Person (other than SPAC Shareholders holding SPAC Ordinary Shares in connection with any SPAC Share Redemption, the underwriters of SPAC’s initial public offering with respect to deferred underwriting commissions and any other amounts set forth on Section 5.9 of the SPAC Disclosure Letter) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to all SPAC Share Redemptions. There are no claims or proceedings pending or, to the knowledge of SPAC, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Account. 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, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The 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 hereof, following the Merger Effective Time, no SPAC Shareholder shall be entitled to receive any amount from the Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, Account except to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no extent such termination, repudiation, rescission, amendment, supplement or modification SPAC Shareholder is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Accountexercising an SPAC Share Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror has no SPAC does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror SPAC on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement DateDecember 11, 2022, there is at least $333,500,000 held 279,354,033.96 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9January 14, 2021, by and between Acquiror Buyer and the Trustee on file with the Buyer SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror the Buyer Organizational Documents and AcquirorBuyer’s final prospectusprospectus dated January 14, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2021. 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, as amended. Acquiror Buyer has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred whichthat, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. As of the date hereof, to Xxxxx’s knowledge, there are no claims or proceedings pending with respect to the Trust Account. Since January 14, 2021, Xxxxx has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement or in connection with any Buyer Extension Redemptions). As of the Effective Time, the obligations of Buyer to dissolve or liquidate pursuant to the Buyer Organizational Documents shall terminate, and, as of the Effective Time, Buyer shall have no obligation whatsoever pursuant to the Buyer Organizational Documents to dissolve and liquidate the assets of Buyer by reason of the consummation of the Transactions. To Buyer’s knowledge, as of the date hereof, following the Effective Time, no Buyer Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Buyer Class A Common Stock for redemption pursuant to the Buyer Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror Buyer and, to the Knowledge knowledge of AcquirorBuyer, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and and, to the Knowledge knowledge of AcquirorBuyer, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate side letters and there are no Contracts, side letters arrangements or other arrangements (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (i) cause the description of the Trust Agreement in the Buyer SEC Reports filed or furnished by Acquiror to be inaccurate or that would (ii) entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect Buyer Stockholders who shall have elected to redeem their shares of Acquiror Buyer Class A Common Stock pursuant to the Acquiror Organizational Documents and Buyer Stockholder Redemption or the underwriters of AcquirorBuyer’s initial public offering with in respect to deferred underwriting commissionsof their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement Datedate hereof, there is at least $333,500,000 1,000,000,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except (i) in accordance with the Trust Agreement, Acquiror the other SPAC Organizational Documents Documents, and AcquirorSPAC’s final prospectusprospectus dated January 14, dated as of March 92021, 2021 (ii) to pay franchise taxes and filed income taxes from any interest income earned in the Trust Account, or (iii) to redeem SPAC Shares in accordance with the SEC (File No 333-253079) on March 11, 2021 (provisions of the “IPO Prospectus”)SPAC Organizational Documents. 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, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust AgreementAgreement and the Trust Account, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending pending, or to the knowledge of SPAC, threatened with respect to the Trust AccountAccount or the funds contained therein. Since March 9, 2021, Acquiror SPAC has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As The consummation of the Closing, Transactions shall not cause or require the obligations dissolution or liquidation of Acquiror to dissolve or liquidate the SPAC pursuant to the Acquiror SPAC Organizational Documents shall terminate, and, as of or otherwise. From and after the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the ClosingFirst Effective Time, no stockholder shareholder of Acquiror SPAC shall be entitled to receive any amount from from, or any amount previously held in, the Trust Account except to the extent such stockholder shareholder shall have elected to tender its shares of Acquiror SPAC Class A Common Stock Shares for redemption pursuant to the Acquiror Stockholder RedemptionSPAC Shareholder Redemption prior to such time. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of SPAC and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or otherwise modified, in any respect, and, to the knowledge of SPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated or anticipated. There are no side letters or other Contracts, arrangements or understandings, whether written or unwritten, express or implied, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than (x) in respect of deferred underwriting commissions, (y) shareholders of SPAC who shall have elected to redeem their shares of SPAC Class A Shares pursuant to the SPAC Shareholder Redemption or the underwriters of SPAC’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement), or (z) if SPAC fails to complete a business combination within the allotted time period set forth in the SPAC Organizational Documents and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC (in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of SPAC) and then the SPAC Shareholders) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except (x) in the circumstances described in the SPAC Organizational Documents, including pursuant to SPAC Shareholder Redemptions and (y) to Sponsor with respect to income earned on the proceeds in the Trust Account.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has at least $333,500,000 300,162,921 in the Trust Account (including an aggregate of approximately $10,500,000 of deferred underwriting commissions being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9February 4, 2021, by between SPAC and between Acquiror Continental Stock Transfer & Trust Company, as trustee (in such capacity, the “Trustee,” and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (such Investment Management Trust Agreement, the “Trust Agreement”). There are no separate Contracts or side letters that would cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate in any material respect or that would entitle any Person (other than SPAC Shareholders holding SPAC Ordinary Shares (prior to the First Effective Time) sold in SPAC’s IPO who shall have elected to redeem their SPAC Ordinary Shares (prior to the First Effective Time) pursuant to the SPAC Charter and the underwriters of SPAC’s IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payment to SPAC Shareholders who have validly exercised their SPAC Shareholder Redemption Right. There are no Actions pending or, to the Knowledge of SPAC, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Account. 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, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force As of the Closing, the obligations of SPAC to dissolve or liquidate pursuant to the SPAC Charter shall terminate, and effect as of the Closing, SPAC shall have no obligation whatsoever pursuant to the SPAC Charter to dissolve and is a legal, valid and binding obligation liquidate the assets of Acquiror and, to SPAC by reason of the consummation of the Transactions. To the Knowledge of AcquirorSPAC, as of the Trusteedate of this Agreement, enforceable in accordance with its termsfollowing the Closing, subject no SPAC Shareholder is entitled to receive any amount from the Trust Account except to the Enforceability Exceptions. The Trust Agreement extent such SPAC Shareholder has not been terminatedexercised his, repudiated, rescinded, amended her or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Accountits SPAC Shareholder Redemption Right. As of the Original Agreement Datedate of this Agreement, assuming the accuracy of the representations and warranties of the Company contained herein in Article III and the compliance by the Company with their its obligations hereunder, Acquiror SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror SPAC on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As (a) The Trust Account Agreement (the “Trust Account Agreement”) by and between BPW and Mellon Bank, N.A. (“Mellon”), dated as of February 26, 2008, is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. Other than as set forth on Section 4.20 of the Original Agreement DateBPW Disclosure Schedule or as filed as an exhibit to a BPW SEC Report, there is at least $333,500,000 held 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 Account Agreement in the BPW SEC Reports to be inaccurate in any material respect and/or that would entitle any Third Party to any portion of the cash proceeds of the initial public offering of BPW (the “IPO”) and private placements of its securities, substantially all of which proceeds have been deposited in a trust account with a Third Party (the “Trust Account”)) for the benefit of BPW, maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as certain of March 9, 2021, by and between Acquiror its stockholders and the Trustee on file with the SEC Reports underwriters of Acquiror as its IPO. As of the Original Agreement Date (the “Trust Agreement”). Prior to the Closingdate hereof, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079less (i) on March 11, 2021 (the “IPO Prospectus”). Amounts in any amounts disbursed from the Trust Account to pay any BPW Stockholder that shall have validly exercised conversion rights pursuant to Section 9.3 of the BPW Charter, (ii) any amounts payable to BPW Stockholders or any holder of BPW Warrants in respect of dividends, forward purchases or otherwise, and (iii) amounts incurred and not yet paid by BPW in respect of fees and expenses (including to the underwriters of the IPO in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, but excluding any other amounts that are only payable upon the consummation of a Business Combination or the transactions contemplated by this Agreement)) consists of no less than $339 million invested in United States Government securities “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as SPAC had an amount of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held assets in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)not less than $201 million. Amounts The funds held in the Trust Account are invested in United States Government U.S. government securities with a maturity of 185 days or in less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required and held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, SPAC and the Trustee, enforceable in accordance with its terms. SPAC has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist any event which, subject with the giving of notice or the lapse of time, would constitute such a breach or default by SPAC or, to the Enforceability ExceptionsKnowledge of SPAC, the Trustee. The Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to the Knowledge of SPAC, that would entitle any Person (other than stockholders (a) in respect of Acquiror holding Acquiror Common Stock sold under deferred underwriting commissions set forth in Section 4.21 of the IPO Prospectus may elect SPAC Disclosure Schedules or Taxes, (b) SPAC Shareholders prior to the Merger Effective Time who shall have elected to redeem their shares of Acquiror Common Stock SPAC Shares pursuant to the Acquiror SPAC’s Organizational Documents or in connection with an amendment thereof to extend SPAC’s deadline to consummate a Business Combination or (c) if SPAC fails to complete a Business Combination within the allotted time period and liquidates the underwriters Trust Account, subject to the terms of Acquirorthe Trust Agreement, in limited amounts to permit SPAC to pay the expenses of the Trust Account’s initial public offering with respect to deferred underwriting commissionsliquidation and dissolution, and then SPAC Shareholders) to any portion of the proceeds funds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account have been released, except to pay Taxes from any interest income earned in the Trust Account, and to redeem SPAC Shares pursuant to the SPAC’s Organizational Documents, or in connection with an amendment thereof to extend SPAC’s deadline to consummate a Business Combination. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of SPAC, threatened with respect to the Trust Account. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on SPAC at the Closing DateMerger Effective Time. There are no Actions pending with respect SPAC has made available to the Trust Account. Since March 9Company true and complete copies of all Contracts, 2021including engagement letters, Acquiror has not released with any money from the Trust Account Person that was, or is, entitled to any underwriting commission (other than as permitted by the Trust Agreement). As including deferred underwriting commission) in respect of the ClosingIPO, the obligations of Acquiror to dissolve including any amendments or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemptionother modifications thereto.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 375,000,000.00 in the Trust Account (including, if applicable, an aggregate of approximately $13,125,000.00 of deferred underwriting commissions and other fees being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9October 6, 20212020, by and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than shareholders of Acquiror holding Acquiror Common Shares sold in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. The Trust Agreement has not been amended or modified and is a valid and binding obligation of Acquiror and is in full force and effect and is enforceable in accordance with its terms. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legalAs of the Effective Time, valid and binding obligation the obligations of Acquiror andto dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Shareholder shall be entitled to receive any amount from the Trust Account except to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no extent such termination, repudiation, rescission, amendment, supplement or modification Acquiror Shareholder is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by exercising an Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountShare Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, neither Acquiror has no or Merger Sub have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 52,159,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror SPAC’s Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amendedAct. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror SPAC and, to the Knowledge of AcquirorSPAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of AcquirorSPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror SPAC to be inaccurate or that would entitle any Person (other than stockholders holders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect SPAC Class A Ordinary Shares who shall have elected to redeem their shares of Acquiror Common Stock SPAC Class A Ordinary Shares pursuant to the Acquiror SPAC’s Organizational Documents and the underwriters of Acquiror’s initial public offering the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountAccount prior to the closing of a Business Combination. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no SPAC does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror SPAC (subject to any Redemptions) on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror SPAC has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror SPAC to dissolve or liquidate pursuant to the Acquiror SPAC’s Organizational Documents shall terminate, and, as of the Closing, Acquiror terminate and SPAC shall have no obligation whatsoever pursuant to the Acquiror SPAC’s Organizational Documents to dissolve and liquidate the assets of Acquiror SPAC by reason of the consummation of the Transactionstransactions contemplated herein. Following the Closing, no stockholder of Acquiror SPAC Shareholder is or shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shareholder shall have elected to tender its shares of Acquiror SPAC Class A Common Stock Ordinary Shares for redemption pursuant to the Acquiror Stockholder Redemptionany Redemption in compliance with SPAC’s Organizational Documents.

Trust Account. As of March 31, 2022, SPAC has $57,505,540.84 in the Original Agreement Date, there is at least $333,500,000 held in a trust account established by SPAC for the benefit of its SPAC Public Stockholders at J.X. Xxxxxx Cxxxx Bank, N.A. (the “Trust Account”), maintained and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9June 29, 2021, by between SPAC and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date Continental (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. SPAC has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a legal, valid and binding obligation of Acquiror andbreach or default by SPAC or, to the Knowledge of AcquirorSPAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedby Continental. There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Reports filed or furnished by Acquiror Documents to be inaccurate or in any material respect and/or that would entitle any Person (other than stockholders the payment of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may Business Combination Fees and certain advisory fees and the SPAC Public Stockholders who elect to redeem their shares of Acquiror SPAC Common Stock pursuant to the Acquiror Organizational Documents and the underwriters SPAC’s Certificate of Acquiror’s initial public offering with respect to deferred underwriting commissions) Incorporation), to any portion of the proceeds in the Trust Account. As Prior to the Closing, none of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds held in the Trust Account will not may be satisfied or funds available released except (x) to pay income and other tax obligations from any interest income earned in the Trust Account will not be available or (y) to Acquiror on redeem SPAC Common Stock in accordance with the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As provisions of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror SPAC’s Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionDocuments.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is at least $333,500,000 held 240,000,000 invested in a trust fund established by Acquiror for the benefit of its public stockholders (the “Trust Fund”) maintained in a trust account at JPMorgan Chase Bank, N.A. (the “Trust Account”), maintained . The monies of such Trust Account are held in trust by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee Company (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9November 23, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). The Trust Agreement is valid and 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) (i) between Acquiror and the Trustee that would cause the description of the Trust Agreement in the Acquiror SEC Reports to be inaccurate in any material respect or (ii) that would entitle any Person (other than stockholders of Acquiror who shall have elected to redeem (other than the Persons entitled to receive Deferred IPO Fees) their shares of Acquiror Class A Common Stock pursuant to the Organizational Documents of Acquiror and the Trust Agreement) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents Agreement and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Organizational Documents. Amounts in the Trust Account are invested in United States Government securities “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 of 1940, as amendedwhich invest only in direct U.S. government treasury obligations. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and and, to the Knowledge of Acquiror, no event has occurred whichthat, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters claims or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering proceedings pending with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Since November 29, 2021, neither Acquiror nor any of its Subsidiaries has released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account and in connection with an extension of the Acquiror’s deadline to complete a business combination, in each case, as permitted by the Trust Agreement). As of the Original Agreement DateSuntuity Merger Effective Time, assuming the accuracy obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Organizational Documents shall terminate, and as of immediately prior to the Suntuity Merger Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the representations and warranties consummation of the Company contained herein Transactions, and following the compliance by Suntuity Merger Effective Time, no Acquiror stockholder shall be entitled to receive any amount from the Company with their obligations hereunder, Trust Account except to the extent such Acquiror stockholder is a Redeeming Stockholder. Acquiror has no reason to believe that that, as of immediately prior to the Suntuity Merger Effective Time, any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror New PubCo or any of its Affiliates on the Closing Date. There are no Actions pending , other than with respect to the Trust Account. Since March 9, 2021, Acquiror has not released satisfying any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror redemption payments owed to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionRedeeming Stockholders.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is MEOA has an amount in cash in the Trust Account equal to at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)128,576,560. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material which invest only in direct U.S. government treasury obligations required and (b) held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the that certain Investment Management Trust Agreement, dated as of August 30, 2021 (the “Trust Agreement”), between MEOA and no event has occurred whichContinental, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to as trustee (the Knowledge of Acquiror, the “Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated”). There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the MEOA SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to MEOA’s knowledge, that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing MEOA Holders who shall have elected to redeem their MEOA Class A Shares pursuant to the Governing Documents of MEOA or (iii) if MEOA fails to complete a business combination within the allotted time period set forth in the Governing Documents of MEOA and liquidates the Trust Account, subject to the terms of the Trust Agreement, MEOA (in limited amounts to permit MEOA to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of MEOA) and then the Pre-Closing MEOA Holders. Prior to the Closing, none of the funds available held in the Trust Account will are permitted to be released, except in the circumstances described in the Governing Documents of MEOA and the Trust Agreement. MEOA has performed all material obligations required to be performed by it to date under, and is not be available in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to Acquiror on the Closing Dateknowledge of MEOA, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. There As of the date of this Agreement, there are no Actions claims or proceedings pending with respect to the Trust Account. Since March 9, 2021, Acquiror MEOA 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). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following transactions contemplated hereby, including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except (A) in respect of deferred underwriting commissions or Taxes or (B) to the extent such stockholder shall Pre-Closing MEOA Holders who have elected to tender its shares of Acquiror redeem their MEOA Class A Common Stock for redemption Shares pursuant to the Acquiror Stockholder RedemptionGoverning Documents of MEOA, each in accordance with the terms of and as set forth in the Trust Agreement, MEOA shall have no further obligation under either the Trust Agreement or the Governing Documents of MEOA 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 Original Agreement Datedate of this Agreement, there is ARYA has an amount in cash in the Trust Account equal to at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)149,491,279.07. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material which invest only in direct U.S. government treasury obligations required and (b) held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the that certain Investment Management Trust Agreement, dated as of June 9, 2020 (the “Trust Agreement”), between ARYA and no event has occurred whichContinental, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to as trustee (the Knowledge of Acquiror, the “Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated”). There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the ARYA SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to ARYA’s knowledge, that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing ARYA Holders who shall have elected to redeem their ARYA Class A Shares pursuant to the Governing Documents of ARYA or (iii) if ARYA fails to complete a business combination within the allotted time period set forth in the Governing Documents of ARYA and liquidates the Trust Account, subject to the terms of the Trust Agreement, ARYA (in limited amounts to permit ARYA to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of ARYA) and then the Pre-Closing ARYA Holders). Prior to the Closing, none of the funds available held in the Trust Account will are permitted to be released, except in the circumstances described in the Governing Documents of ARYA and the Trust Agreement. ARYA has performed all material obligations required to be performed by it to date under, and is not be available in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to Acquiror on the Closing Dateknowledge of ARYA, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. There As of the date of this Agreement, there are no Actions claims or proceedings pending with respect to the Trust Account. Since March June 9, 20212020, Acquiror ARYA 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). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following transactions contemplated hereby, including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except (A) in respect of deferred underwriting commissions or Taxes or (B) to the extent such stockholder shall Pre-Closing ARYA Holders who have elected to tender its shares of Acquiror redeem their ARYA Class A Common Stock for redemption Shares pursuant to the Acquiror Stockholder RedemptionGoverning Documents of ARYA, each in accordance with the terms of and as set forth in the Trust Agreement, ARYA shall have no further obligation under either the Trust Agreement or the Governing Documents of ARYA 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 Original Agreement Datedate of this Agreement, there is Parent has at least $333,500,000 held 70,929,382 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9October 13, 20212022, by between Parent and between Acquiror and American Stock Transfer & Trust Company, LLC, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). The Trust Agreement has not been amended or modified, other than to permit any Parent Share Redemptions, and is valid and in full force and effect and is enforceable in accordance with its terms, and no termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Filings to be inaccurate or that would entitle any Person (other than the Parent Shareholders holding shares of Parent Common Stock sold in Parent’s initial public offering who elect to redeem their shares of Parent Common Stock pursuant to Parent’s Governing Documents and the underwriters of Parent’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except other than (i) to pay Taxes, (ii) to make payments with respect to all Parent Share Redemptions or (iii) to commence liquidation in accordance with and as required by the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as Agreement (taking into account any amendments to the Trust Agreement providing for a longer period of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in time before 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 1940is required to be liquidated, including, as amendedapplicable, the Second Extension, Third Extension, and Fourth Extension). Acquiror There are no Actions pending or, to the Knowledge of Parent, threatened with respect to the Trust Account. Parent has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, as it may be amended in accordance with the terms of this Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The As of the Effective Time, the obligations of Parent to dissolve or liquidate pursuant to Parent’s Governing Documents shall terminate, and as of the Effective Time, Parent shall have no obligation whatsoever pursuant to Parent’s Governing Documents to dissolve and liquidate the assets of Parent by reason of the consummation of the Transactions. To Parent’s Knowledge, as of the date hereof, following the Effective Time, no shareholder of Parent shall be entitled to receive any amount from the Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, Account except to the Knowledge extent such shareholder of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification Parent is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Accountexercising a Parent Share Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company and SpinCo with their its obligations hereunderhereunder and under the other Transaction Documents, Acquiror neither Parent nor Merger Sub has no any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Parent and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has at least $333,500,000 held 43,217,845 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 923, 20212022, by between SPAC and between Acquiror Continental, as trustee (the “Trustee”, and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (such Investment Management Trust Agreement, the “Trust Agreement”). There are no separate Contracts or side letters that would cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate in any material respect or that would entitle any Person (other than (i) SPAC Stockholders holding SPAC Common Stock (prior to the Effective Time) sold in SPAC’s initial public offering who shall have elected to redeem their shares of SPAC Common Stock (prior to the Effective Time) pursuant to the SPAC Governing Documents, (ii) EarlyBirdCapital, Inc. with respect to the fees payable pursuant to the business combination marketing agreement described in the SPAC SEC Filings, and (iii) as contemplated by the following sentence) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to all SPAC Share Redemptions. There are no Actions pending or, to the knowledge of SPAC, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Account. 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, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror SPAC to dissolve or liquidate pursuant to the Acquiror Organizational SPAC Governing Documents shall terminate, and, and as of the Closing, Acquiror SPAC shall have no obligation whatsoever pursuant to the Acquiror Organizational SPAC Governing Documents to dissolve and liquidate the assets of Acquiror SPAC by reason of the consummation of the Transactions. Following To SPAC’s knowledge, following the Closing, no stockholder of Acquiror SPAC Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall SPAC Stockholder is exercising a SPAC Share Redemption (or a redemption right in connection with an amendment of SPAC’s Governing Documents to extend SPAC’s deadline to consummate the Business Combination) or in connection with the payment of SPAC Transaction Expenses, and excluding claims that a SPAC Stockholder may make against SPAC against assets, properties or funds that are not held in the Trust Account or have elected been distributed therefrom (other than to tender its shares of Acquiror Class A Common Stock for other Public Stockholders exercising redemption pursuant to the Acquiror Stockholder Redemptionrights).

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 75,750,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror the Purchaser’s Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “Purchaser IPO Prospectus”). 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, as amended. Acquiror The Purchaser has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror the Purchaser and, to the Knowledge of Acquirorthe Purchaser, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Except for amendments thereto required in connection with an Extension, the Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquirorthe Purchaser, (i) no such termination, repudiation, rescission, amendment, supplement or modification is contemplated, and (ii) no circumstance exists that would reasonably be expected to result in a termination, repudiation or rescission of the Trust Agreement. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Purchaser SEC Reports filed or furnished by Acquiror the Purchaser to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect Purchaser to redeem their shares of Acquiror Purchaser Common Stock pursuant to the Acquiror Purchaser’s Organizational Documents and the underwriters of Acquiror’s initial public offering the Purchaser IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountAccount prior to the closing of a Business Combination. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no Purchaser does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror the Purchaser on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror The Purchaser has not released any money from the Trust Account (other than as permitted by to pay Taxes from any interest income earned in the Trust Account in accordance with the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror the Purchaser to dissolve or liquidate pursuant to the Acquiror Purchaser’s Organizational Documents shall terminate, and, as of terminate and the Closing, Acquiror Purchaser shall have no obligation whatsoever pursuant to the Acquiror Purchaser’s Organizational Documents to dissolve and liquidate the assets of Acquiror the Purchaser by reason of the consummation of the Transactionstransactions contemplated herein. Following the ClosingEffective Time, no stockholder of Acquiror the Purchaser is or shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Purchaser Common Stock for redemption pursuant to a Redemption in compliance with the Acquiror Stockholder RedemptionPurchaser’s Organizational Documents.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 345,000,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), Trustee pursuant to the Trust Agreement (including, if applicable, an aggregate of approximately $12,075,000 of deferred underwriting commissions and other fees being held in the Trust Account), such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Management Company Act. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with Agreement in the SEC Reports to be inaccurate or that would entitle any Person (other than holders of Acquiror as SPAC Class A Shares who shall have elected to redeem such shares pursuant to SPAC’s Organizational Documents and the underwriters of SPAC’s initial public offering with respect to deferred underwriting commissions) to any portion of the Original Agreement Date (proceeds in the “Trust Agreement”)Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to exercise of SPAC Shareholder Redemption Right by any SPAC Shareholder. There are no claims or proceedings pending or, to the Knowledge of SPAC, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Account. 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, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The As of the First Effective Time, the obligations of SPAC to dissolve or liquidate pursuant to SPAC’s Organizational Documents shall terminate, and as of the First Effective Time, SPAC shall have no obligation whatsoever pursuant to SPAC’s Organizational Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the transactions contemplated hereby. To SPAC’s Knowledge, as of the date hereof, following the First Effective Time, no SPAC Shareholder shall be entitled to receive any amount from the Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, Account except to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no extent such termination, repudiation, rescission, amendment, supplement or modification SPAC Shareholder is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Accountexercising a SPAC Shareholder Redemption Right. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror has no SPAC shall not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror SPAC on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held 41,185,045.52 in the Trust Account may be released except in accordance with the Trust Agreement(including $3,220,000 payable for deferred underwriting commissions), Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are such monies invested in United States Government government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of 1940January 31, 2022, between SPAC and Continental Stock Transfer & Trust Company, as amendedtrustee (the “Trustee”) (the “Trust Agreement”). Acquiror There are no separate Contracts (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Filings to be materially inaccurate or that would entitle any Person (other than shareholders of SPAC holding SPAC Ordinary Shares initially sold in SPAC’s initial public offering who shall have elected to redeem their SPAC Ordinary Shares pursuant to SPAC’s Governing Documents and the underwriters of SPAC’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Merger Closing, none of the funds held in the Trust Account may be released other than to pay Taxes and payments with respect to all SPAC Share Redemptions. There are no claims or proceedings pending or, to the knowledge of SPAC, threatened with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, in breach or delinquent in performance or any other respect (to the knowledge of SPAC, claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation As of Acquiror and, to the Knowledge of AcquirorMerger Closing, the Trustee, enforceable in accordance with its terms, subject obligations of SPAC to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended dissolve or supplemented or modified, in any respectliquidate pursuant to SPAC’s Governing Documents shall terminate, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description as of the Trust Agreement in Merger Closing, SPAC shall have no obligation whatsoever pursuant to SPAC’s Governing Documents to dissolve and liquidate the SEC Reports filed or furnished assets of SPAC by Acquiror to be inaccurate or that would entitle any Person reason of the consummation of the Transactions (other than stockholders use of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect funds in the Trust Account for SPAC Share Redemptions and to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and pay the underwriters of AcquirorSPAC’s initial public offering with respect to deferred underwriting commissions) to any portion ). To the knowledge of SPAC, as of the proceeds date hereof, following the Merger Closing, no SPAC Shareholder shall be entitled to receive any amount in the Trust AccountAccount except to the extent such SPAC Shareholder has exercised an SPAC Share Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company Group Companies contained herein and the compliance by the Company Group Companies with their obligations hereunder, Acquiror has no SPAC does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror SPAC on the Merger Closing Date. There are no Actions pending Date (other than use of the funds in the Trust Account for SPAC Share Redemptions and to pay the underwriters of SPAC’s initial public offering with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreementdeferred underwriting commissions). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as Purchaser had an amount of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held assets in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents of not less than three hundred five million three hundred thousand and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC ten dollars (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”$305,300,010). Amounts The funds held in the Trust Account are invested in United States Government U.S. government securities with a maturity of one hundred and eighty-five (185) days or in less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act and held in trust pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is a valid and binding obligation of 1940Purchaser and the Trustee, as enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. Acquiror There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports to be inaccurate in any material respect or, to the Knowledge of Purchaser, that would entitle any Person (other than (i) in respect of deferred underwriting commissions set forth in Schedule 4.21 or Taxes, (ii) Purchaser’s shareholders prior to the Merger Effective Time who shall have elected to redeem their Purchaser Ordinary Shares pursuant to Purchaser’s Organisational Documents or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination, or (iii) if Purchaser fails to complete a Business Combination within the allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, in limited amounts to permit Purchaser to pay the expenses of the Trust Account’s liquidation and dissolution, and then Purchaser’s shareholders) to any portion of the funds in the Trust Account. Prior to the Share Acquisition Closing, none of the funds held in the Trust Account have been released, except to pay Taxes from any interest income earned in the Trust Account, and to redeem Purchaser Ordinary Shares pursuant to Purchaser’s Organisational Documents, or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of Purchaser, threatened with respect to the Trust Account. Purchaser has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation As of Acquiror and, to the Knowledge of AcquirorRelevant Date, the Trustee, enforceable in accordance with its terms, subject obligations of Purchaser to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended dissolve or supplemented or modified, in any respectliquidate pursuant to Purchaser’s Organisational Documents shall terminate, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description as of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock Relevant Date, Purchaser shall have no obligation whatsoever pursuant to Purchaser’s Organisational Documents to dissolve and liquidate the Acquiror Organizational Documents and the underwriters assets of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion Purchaser by reason of the proceeds in consummation of the Trust Accounttransactions contemplated hereby. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company Company, Pubco and Merger Sub with their respective obligations hereunder, Acquiror Purchaser has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Purchaser on the Share Acquisition Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust date of this Agreement, dated as SPAC has an amount in cash in the Trust Account of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)approximately $115,000,000. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities “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 1940July 13, 2020 (the “Trust Agreement”), between SPAC and the Exchange Agent, as amendedtrustee (the “Trustee”). Acquiror 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 SPAC SEC Reports to be inaccurate in any material respect or, to SPAC’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 SPAC Stockholders who shall have elected to redeem their SPAC Shares pursuant to the Governing Documents of SPAC or (iii) if SPAC fails to complete a business combination within the allotted time period set forth in the Governing Documents of SPAC and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC (in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of SPAC) and then the SPAC 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 SPAC and the Trust Agreement. SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent delinquent, in any material respect, in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, Agreement and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters claims or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions Proceedings pending with respect to the Trust Account. Since March 9July 13, 20212020, Acquiror 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). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following transactions contemplated hereby, including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except (A) in respect of deferred underwriting commissions or Taxes or (B) to the extent such stockholder shall SPAC Stockholders who have elected to tender its shares of Acquiror Class A Common Stock for redemption redeem their SPAC Shares pursuant to the Acquiror Stockholder RedemptionGoverning Documents of SPAC, each in accordance with the terms of and as set forth in the Trust Agreement, SPAC shall have no further obligation under either the Trust Agreement or the Governing Documents of 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 Original Agreement Datedate of this Agreement, there is Parent has at least $333,500,000 235,750,000 in the Trust Account (including an aggregate of approximately $8,050,000 of deferred underwriting commissions and other fees being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March August 9, 2021, by between Parent and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Filings to be inaccurate or that would entitle any Person (other than the Parent Shareholders holding shares of Parent Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Common Stock pursuant to Parent’s Governing Documents and the underwriters of Parent’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than (i) to pay Taxes and (ii) payments with respect to all Parent Share Redemptions. There are no claims or proceedings pending or, to the Knowledge of Parent, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Account. 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, as amended. Acquiror Parent has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The As of the Effective Time, the obligations of Parent to dissolve or liquidate pursuant to Parent’s Governing Documents shall terminate, and as of the Effective Time, Parent shall have no obligation whatsoever pursuant to Parent’s Governing Documents to dissolve and liquidate the assets of Parent by reason of the consummation of the Transactions. To Parent’s Knowledge, as of the date hereof, following the Effective Time, no shareholder of Parent shall be entitled to receive any amount from the Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, Account except to the Knowledge extent such shareholder of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification Parent is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Accountexercising a Parent Share Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company and SpinCo with their its obligations hereunderhereunder and under the other Transaction Documents, Acquiror has no neither Parent or Merger Sub have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Parent and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 5,000,001 in the Trust Account (including, if applicable, any other fees being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9December 14, 20212020, by and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding shares of Acquiror Common Stock sold in Acquiror’s initial public offering who shall have properly elected to redeem their shares of Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. The Trust Agreement has not been amended or modified and is a valid and binding obligation of Acquiror and is in full force and effect and is enforceable in accordance with its terms. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legalAs of the Effective Time, valid and binding obligation the obligations of Acquiror andto dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no extent such termination, repudiation, rescission, amendment, supplement or modification Acquiror Stockholder is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by exercising an Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountShare Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, neither Acquiror has no nor Merger Sub have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 153,976,638.71 in the Trust Account (including, if applicable, an aggregate of approximately $8,715,000 of deferred underwriting commissions and other fees being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), such monies held in cash deposit accounts pursuant to the Investment Management Trust Agreement, dated as of March 9October 15, 20212020, by and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). There are no separate Contracts, side letters or other binding arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than shareholders of Acquiror holding Acquiror Ordinary Shares initially sold in Acquiror’s initial public offering (the “IPO”) who shall have elected to redeem their Acquiror Ordinary Shares pursuant to Acquiror’s Governing Documents and the underwriters of the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Acquisition Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, in breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legalAs of the Acquisition Effective Time, valid and binding obligation the obligations of Acquiror and, to the Knowledge of dissolve or liquidate pursuant to Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect’s Governing Documents shall terminate, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description as of the Trust Agreement in Acquisition Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the SEC Reports filed or furnished assets of Acquiror by Acquiror to be inaccurate or that would entitle any Person reason of the consummation of the transactions contemplated hereby (other than stockholders use of the funds in the Trust Account for Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect Share Redemptions and to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and pay the underwriters of Acquiror’s initial public offering the IPO with respect to deferred underwriting commissions) to any portion ). To the knowledge of Acquiror, as of the proceeds date hereof, following the Acquisition Effective Time, no Acquiror Shareholder shall be entitled to receive any amount in the Trust AccountAccount except to the extent such Acquiror Shareholder has exercised an Acquiror Share Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror has no does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Acquisition Closing Date. There are no Actions pending Date (other than use of the funds in the Trust Account for Acquiror Share Redemptions and to pay the underwriters of the IPO with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreementdeferred underwriting commissions). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has at least $333,500,000 held 339,000,000 in a trust account the Trust Account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as including an aggregate of March 9, 2021, by approximately $11,876,982 of deferred underwriting commissions and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds other fees being held in the Trust Account may be released except in accordance with the Trust AgreementAccount), Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are such monies invested in United States Government government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of 1940May 13, 2021, between SPAC and Continental Stock Transfer & Trust Company, as amendedtrustee (in such capacity, the “Trustee,” and such Investment Management Trust Agreement, the “Trust Agreement”). Acquiror There are no separate Contracts or side letters that would cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate in any material respect or that would entitle any Person (other than SPAC Shareholders holding SPAC Ordinary Shares (prior to the Acquisition Effective Time) sold in SPAC’s IPO who shall have elected to redeem their SPAC Ordinary Shares (prior to the Acquisition Effective Time) pursuant to the SPAC Charter and the underwriters of SPAC’s IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Acquisition Closing, none of the funds held in the Trust Account may be released other than to pay Taxes and payment to SPAC Shareholders who have validly exercised their redemption rights pursuant to the SPAC Charter. There are no Actions pending or, to the Knowledge of SPAC, threatened with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force As of the Acquisition Closing, the obligations of SPAC to dissolve or liquidate pursuant to the SPAC Charter shall terminate, and effect as of the Acquisition Closing, SPAC shall have no obligation whatsoever pursuant to the SPAC Charter to dissolve and is a legal, valid and binding obligation liquidate the assets of Acquiror and, to SPAC by reason of the consummation of the Transactions. To the Knowledge of AcquirorSPAC, as of the Trusteedate of this Agreement, enforceable in accordance with its termsfollowing the Acquisition Closing, subject no SPAC Shareholder is entitled to receive any amount from the Trust Account except to the Enforceability Exceptions. The Trust Agreement extent such SPAC Shareholder has not been terminatedexercised his, repudiated, rescinded, amended her or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Accountits SPAC Shareholder Redemption Right. As of the Original Agreement Datedate of this Agreement, assuming the accuracy of the representations and warranties of the Company contained herein in Article III and the compliance by each of the Company and the Acquisition Entities with their its obligations hereunder, Acquiror SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror the Surviving Company (as the surviving company in the Initial Merger) on the Acquisition Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement Datedate hereof, there is at least $333,500,000 253,000,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporationlimited purpose trust company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9February 10, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Acquiror’s Organizational Documents and Acquiror’s final prospectusprospectus dated April 13, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2021. Amounts in the Trust Account are invested only 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, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust AgreementAgreement and the Trust Account, and to the Knowledge of Acquiror, no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legalThere are no Actions pending, valid and binding obligation of Acquiror and, or to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending threatened with respect to the Trust AccountAccount or the funds contained therein. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of At the ClosingFirst Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Acquiror’s Organizational Documents shall terminate, and, as of the ClosingFirst Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Acquiror’s Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following From and after the ClosingFirst Effective Time, no stockholder shareholder of Acquiror shall be entitled to receive any amount from from, or any amount previously held in, the Trust Account except to the extent such stockholder shareholder shall have elected to tender its shares of Acquiror Class A Common Stock Shares for redemption pursuant to the Acquiror Stockholder RedemptionShareholder Redemption prior to such time. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or otherwise modified, in any respect, and, to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated or anticipated. There are no side letters or other Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than Acquiror Shareholders who shall have elected to redeem their Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account.

Trust Account. As of December 31, 2020, the Original Agreement Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as Purchaser had an amount of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held assets in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents equal to approximately One Hundred Thirty-Eight Million Eight Hundred Thirty Three Thousand and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC Nine Hundred Seventy Three Dollars (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”$138,833,973). Amounts The funds held in the Trust Account are invested in United States Government U.S. government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required and held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, Purchaser and the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to the Knowledge of the Purchaser, that would entitle any Person (other than stockholders (i) in respect of Acquiror holding Acquiror Common Stock sold under deferred underwriting commissions set forth in Section 4.21 of the IPO Prospectus may elect Purchaser Disclosure Schedules or Taxes, (ii) the holders of Purchaser Securities prior to the Effective Time who shall have elected to redeem their shares of Acquiror Common Stock Purchaser Ordinary Shares pursuant to the Acquiror Purchaser’s Organizational Documents or in connection with an amendment thereof to extend the Purchaser’s deadline to consummate a Business Combination or (iii) if the Purchaser fails to complete a Business Combination within the allotted time period and liquidates the underwriters Trust Account, subject to the terms of Acquirorthe Trust Agreement, the Purchaser in limited amounts to permit the Purchaser to pay the expenses of the Trust Account’s initial liquidation and dissolution, and then the Purchaser’s public offering with respect to deferred underwriting commissionsshareholders) to any portion of the proceeds funds in the Trust Account. As Prior to the Closing, none of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds held in the Trust Account will not be satisfied or funds available have been released, except to pay Taxes from any interest income earned in the Trust Account will not be available Account, and to Acquiror on redeem Purchaser Ordinary Shares pursuant to the Closing DatePurchaser’s Organizational Documents, or in connection with an amendment thereof to extend the Purchaser’s deadline to consummate a Business Combination. There As of the date of this Agreement, there are no Actions pending or, to the Knowledge of the Purchaser, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement Datedate hereof, there is at least $333,500,000 450,000,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9July 22, 20212019, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectusprospectus dated July 17, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2019. 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, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There there are no Actions pending with respect to the Trust Account. Since March 9July 17, 20212019, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the ClosingEffective Time, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactionstransactions contemplated hereby. Following the ClosingEffective Time, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Common Stock pursuant to the Acquiror Stockholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is the SPAC has at least $333,500,000 held 63,161,300 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9October 13, 20212022, by between the SPAC and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). The Trust Agreement has not been amended or modified, other than in relation to any SPAC Share Redemptions, and is valid and in full force and effect and is enforceable in accordance with its terms, and no termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate or that would entitle any Person (other than the SPAC Shareholders holding SPAC Ordinary Shares sold in the IPO who shall have elected to redeem their SPAC Ordinary Shares pursuant to the SPAC’s Governing Documents and the underwriters of the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except other than (i) to pay Taxes, (ii) to make payments with respect to all SPAC Share Redemptions or (iii) to commence liquidation in accordance with and as required by the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as Agreement (taking into account any amendments to the Trust Agreement providing for a longer period of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in time before 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 1940is required to be liquidated, including, as amendedapplicable, the Second Extension, Third Extension, and Fourth Extension). Acquiror There are no Actions pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account. The SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, as it may be amended in accordance with the terms of this Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation As of Acquiror and, to the Knowledge of AcquirorEffective Time, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description obligations of the Trust Agreement in the SEC Reports filed SPAC to dissolve or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock liquidate pursuant to the Acquiror Organizational SPAC’s Governing Documents shall terminate, and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion as of the proceeds in Effective Time, the SPAC shall have no obligation whatsoever pursuant to the SPAC’s Governing Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions. To the SPAC’s Knowledge, as of the date hereof, following the Effective Time, no shareholder of the SPAC shall be entitled to receive any amount from the Trust AccountAccount except to the extent such shareholder of the SPAC is exercising a SPAC Share Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunderhereunder and under the other Transaction Documents, Acquiror has no the SPAC does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror the SPAC on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement DateJuly 31, 2022, there is at least $333,500,000 117,047,179.29 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9February 7, 20212022, by and between Acquiror LIVB and the Trustee on file with the SEC Reports of Acquiror LIVB as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror LIVB Organizational Documents and AcquirorLIVB’s final prospectus, dated as of March 9February 7, 2021 and filed with the SEC 2022 (File No No. 333-253079261950) on March 11, 2021 (the “IPO Prospectus”). 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, as amended. Acquiror LIVB has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror LIVB and, to the Knowledge knowledge of AcquirorLIVB, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge knowledge of AcquirorLIVB, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror LIVB to be inaccurate or that would entitle any Person (other than stockholders shareholders of Acquiror LIVB holding Acquiror Common Stock LIVB Ordinary Shares sold under in the IPO Prospectus may elect who shall have elected to redeem their shares of Acquiror Common Stock LIVB Ordinary Shares pursuant to the Acquiror LIVB Organizational Documents and the underwriters of Acquiror’s initial public offering the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company Covalto contained herein and the compliance by the Company Covalto with their obligations hereunder, Acquiror LIVB has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror LIVB on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9February 7, 20212022, Acquiror LIVB has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror LIVB to dissolve or liquidate pursuant to the Acquiror LIVB Organizational Documents shall terminate, and, as of the ClosingEffective Time, Acquiror LIVB shall have no obligation whatsoever pursuant to the Acquiror LIVB Organizational Documents to dissolve and liquidate the assets of Acquiror LIVB by reason of the consummation of the Transactions. Following the ClosingEffective Time, no stockholder shareholder of Acquiror LIVB shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shareholder shall have elected to tender its shares of Acquiror LIVB Class A Common Stock Ordinary Shares for redemption pursuant to the Acquiror Stockholder LIVB Shareholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 193,545,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), Trustee pursuant to the Trust Agreement (including an aggregate of approximately $6,641,250 of deferred underwriting commissions and other fees being held in the Trust Account), such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Management Company Act. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with Agreement in the SEC Reports to be inaccurate in any material respect or, to SPAC’s Knowledge, that would entitle any Person (other than (a) holders of Acquiror as SPAC Class A Shares who shall have elected to redeem such shares pursuant to SPAC’s Organizational Documents, (b) the underwriters of SPAC’s initial public offering with respect to deferred underwriting commissions, or (c) in respect of Taxes) to any portion of the Original Agreement Date (proceeds in the “Trust Agreement”)Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to exercise of the SPAC Shareholder Redemption Right by any SPAC Shareholder consistent with SPAC’s Organizational Documents and the Trust Agreement. There are no claims or proceedings pending or, Acquiror Organizational Documents and Acquiror’s final prospectusto the Knowledge of SPAC, dated as of March 9, 2021 and filed threatened with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in respect to 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, as amendedAccount. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach by SPAC thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement DateEffective Time, the obligations of SPAC to dissolve or liquidate within a specific time period pursuant to SPAC’s Organizational Documents shall terminate, and as of the Effective Time, SPAC shall have no obligation whatsoever pursuant to SPAC’s Organizational Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the transactions contemplated hereby. To SPAC’s Knowledge, as of the date hereof, following the Effective Time, no SPAC Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such SPAC Shareholder is exercising a SPAC Shareholder Redemption Right. As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror has no SPAC does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account (after giving effect to any exercise of the SPAC Shareholder Redemption Rights and release of funds in accordance with the terms of SPAC’s Organizational Documents and the Trust Agreement) will not be available to Acquiror SPAC on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as Purchaser has an amount of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held assets in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)no less than $153,781,000. Amounts The funds held in the Trust Account are invested in United States Government U.S. government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required and held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, Purchaser and the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to the Knowledge of Purchaser, that would entitle any Person (other than stockholders (i) in respect of Acquiror holding Acquiror deferred underwriting commissions in accordance with Purchaser’s underwriting agreement with the IPO Underwriter or Taxes, (ii) the holders of Purchaser Common Stock sold under prior to the IPO Prospectus may elect Effective Time who shall have elected to redeem their shares of Acquiror Purchaser Common Stock pursuant to the Acquiror Purchaser’s Organizational Documents or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination or (iii) if Purchaser fails to complete a Business Combination within the allotted time period and liquidates the underwriters Trust Account, subject to the terms of Acquirorthe Trust Agreement, Purchaser in limited amounts to permit Purchaser to pay the expenses of the Trust Account’s initial liquidation and dissolution, and then Purchaser’s public offering with respect to deferred underwriting commissionsshareholders) to any portion of the proceeds funds in the Trust Account. As Prior to the Closing, none of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds held in the Trust Account will not be satisfied or funds available have been released, except to pay Taxes from any interest income earned in the Trust Account will not be available Account, and to Acquiror on redeem Purchaser Common Stock pursuant to the Closing DatePurchaser’s Organizational Documents, or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination. There As of the date of this Agreement, there are no Actions pending or, to the Knowledge of Purchaser, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 215,000,000.00 in the Trust Account (including, if applicable, an aggregate of approximately $7,525,000.00 of deferred underwriting commissions and other fees being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9August 17, 20212020, by and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than shareholders of Acquiror holding Acquiror Class A Ordinary Shares sold in Acquiror’s initial public offering who shall have elected to redeem their Acquiror Class A Ordinary Shares pursuant to Acquiror’s Governing Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Since August 17, 2020, Acquiror 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) with respect to all Acquiror Share Redemptions, each in accordance with the terms of and as set forth in the Trust Agreement, Acquiror shall have no further obligation under either the Trust Agreement is in full force and effect and is a legal, valid and binding obligation or the Governing Documents of Acquiror andto liquidate or distribute any assets held in the Trust Account, to and the Knowledge of Acquiror, the Trustee, enforceable Trust Agreement shall terminate in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement DateEffective Time, the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such Acquiror Shareholder is exercising an Acquiror Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, neither Acquiror has no or Merger Sub have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 held 400,000,000 invested in a trust account at X.X. Xxxxxx Xxxxx Bank, N.A. (the “Trust Account”)) for the benefit of the Parent public Stockholders, maintained by Continental Stock Transfer & Trust Company, a New York corporationContinental, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9January 31, 20212019, by and between Acquiror Parent and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the Trustee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Parent, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no agreements, Contracts, arrangements or understandings, whether written or oral with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate or (ii) entitle any Person (other than any Parent Stockholder who is a Redeeming Stockholder) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Parent Organizational Documents and AcquirorParent’s final prospectusprospectus dated January 8, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2019. 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, as amended. Acquiror Parent 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, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror andthereunder by Parent or, to the Knowledge knowledge of AcquirorParent, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending or, to the knowledge of Parent, threatened with respect to the Trust Account. Since March 9January 8, 20212019, Acquiror Parent has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror Parent to dissolve or liquidate pursuant to the Acquiror Parent Organizational Documents shall terminate, and, as of the ClosingEffective Time, Acquiror Parent shall have no obligation whatsoever pursuant to the Acquiror Parent Organizational Documents to dissolve and liquidate the assets of Acquiror Parent by reason of the consummation of the Transactionstransactions contemplated hereby. Following the ClosingEffective Time, no stockholder of Acquiror Parent Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Parent Stockholder Redemptionis a Redeeming Stockholder.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 230,000,000 in the Trust Account (including, if applicable, an aggregate of approximately $8,100,000 of deferred underwriting commissions and other fees being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9November 18, 20212020, by and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than shareholders of Acquiror holding Acquiror Common Shares sold in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legalAs of the Effective Time, valid and binding obligation the obligations of Acquiror andto dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Shareholder shall be entitled to receive any amount from the Trust Account except to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no extent such termination, repudiation, rescission, amendment, supplement or modification Acquiror Shareholder is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by exercising an Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountShare Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, neither Acquiror has no or Merger Sub have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has an amount in cash in the Trust Account equal to at least $333,500,000 276,000,000. The funds held in the Trust Account are (a) invested 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 account (the “pursuant to that certain Investment Management Trust Account”)Agreement, maintained by dated January 11, 2021, between Acquiror and Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date ) (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may are permitted to be released released, except in accordance with the circumstances described in the Governing Documents of Acquiror and the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, with the Trust Agreement, and and, to the knowledge of Acquiror, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Datedate of this Agreement, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There there are no Actions Proceedings pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As Upon the consummation of the ClosingTransactions, including the obligations distribution of assets from the Trust Account (i) in respect of deferred underwriting commissions or Taxes, (ii) to the Pre-Closing Acquiror Stockholders who have elected to dissolve or liquidate redeem their Acquiror Common Stock pursuant to the Governing Documents of Acquiror, or (iii) for the payment of any Unpaid Company Expenses or Unpaid Acquiror Organizational Documents shall terminateExpenses, and, each in accordance with the terms of and as of set forth in the ClosingTrust Agreement, Acquiror shall have no further obligation whatsoever pursuant to under either the Acquiror Organizational Trust Agreement or the Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive liquidate or distribute any amount from assets held in the Trust Account except to Account, and the extent such stockholder Trust Agreement shall have elected to tender terminate in accordance with its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemptionterms.

Trust Account. As of the Original Agreement BCA Date, there is CGAC has at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held 12.1 million in the Trust Account may be released except in accordance with the Trust AgreementAccount, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are such monies invested in United States Government government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of 1940June 16, 2021, between CGAC and CST, as amendedtrustee (in such capacity, the “Trustee,” and such Investment Management Trust Agreement, the “Trust Agreement”). Acquiror As of the Original BCA Date, except as set forth in Section 4.13 of the CGAC Disclosure Letter CGAC has not released any money from the Trust Account (other than interest earned thereon as permitted by the Trust Agreement). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the CGAC SEC Filings to be inaccurate in any material respect or that would entitle any Person (other than CGAC Shareholders holding CGAC Ordinary Shares (prior to the Initial Merger Effective Time) sold in CGAC’s IPO who shall have elected to redeem their CGAC Ordinary Shares (prior to the Initial Merger Effective Time) pursuant to the CGAC Articles of Association) to any portion of the proceeds in the Trust Account. Prior to the Initial Closing, none of the funds held in the Trust Account may be released other than to pay Taxes and payments with respect to all CGAC Share Redemptions. There are no Actions pending or, to the Knowledge of CGAC, threatened with respect to the Trust Account. CGAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force As of the Initial Closing, the obligations of CGAC to dissolve or liquidate pursuant to the CGAC Articles of Association shall terminate, and effect as of the Initial Closing, CGAC shall have no obligation whatsoever pursuant to the CGAC Articles of Association to dissolve and is a legal, valid and binding obligation liquidate the assets of Acquiror and, to CGAC by reason of the consummation of the Transactions. To the Knowledge of AcquirorCGAC, as of the TrusteeOriginal BCA Date, enforceable in accordance with its termsfollowing the Initial Closing, subject no CGAC Shareholder is entitled to receive any amount from the Trust Account except to the Enforceability Exceptions. The Trust Agreement extent such CGAC Shareholder has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Accountexercised a CGAC Share Redemption. As of the Original Agreement BCA Date, assuming the accuracy of the representations and warranties of the Company contained herein in Article III and the compliance by the Company with their its obligations hereunder, Acquiror CGAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror CGAC on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement Datedate of this Agreement, there is the SPAC has an amount in cash in the Trust Account established at least $333,500,000 held in a trust account the time of the SPAC’s initial public offering for the benefit of the holders of the Class A Shares (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as ) of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)at least $130,320,650. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079i) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities “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 that invest only in direct U.S. government treasury obligations and (ii) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of 1940October 13, 2021 (the “Trust Agreement”), by and between the SPAC and Continental Stock Transfer and Trust, as amendedtrustee (the “Trustee”). Acquiror 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 SEC Reports to be inaccurate in any material respect or that would entitle any Person to any portion of the funds in the Trust Account (other than (x) in respect of deferred underwriting commissions or Taxes, (y) the SPAC stockholders who shall have elected to redeem their shares pursuant to the Governing Documents of the SPAC or (z) with respect to interest earned on the proceeds in the Trust Account (i) to pay income taxes from any interest income earned in the Trust Account and (2) up to $100,000 of interest on such proceeds to pay dissolution expenses if the SPAC fails to complete a Business Combination within the allotted time period set forth in the Governing Documents of the SPAC and liquidates the Trust Account. Prior to the closing of a Business Combination, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of the SPAC and the Trust Agreement. The SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, with the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters claims or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions Proceedings pending with respect to the Trust Account. Since March 9May 19, 20212023, Acquiror the 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). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 414,000,000 in the Trust Account (including an aggregate of approximately $14,490,000 of deferred underwriting commissions and other fees being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9January 12, 2021, by and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than Acquiror, shareholders of Acquiror holding Acquiror IPO Shares who shall have elected to redeem their Acquiror IPO Shares pursuant to Acquiror’s Governing Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments to shareholders of Acquiror holding Acquiror IPO Shares who shall have elected to redeem their Acquiror IPO Shares pursuant to Acquiror’s Governing Documents. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legalAs of the Effective Time, valid and binding obligation the obligations of Acquiror andto dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Shareholder shall be entitled to receive any amount from the Trust Account except to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no extent such termination, repudiation, rescission, amendment, supplement or modification Acquiror Shareholder is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by exercising an Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountShare Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, neither Acquiror has no or Merger Sub have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds then available in the Trust Account will not be available to Acquiror and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has at least $333,500,000 held 58,000,000 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9September 13, 2021, by between SPAC and between Acquiror American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee,” and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (such Investment Management Trust Agreement, the “Trust Agreement”). There are no separate Contracts or side letters that would cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate in any material respect or that would entitle any Person (other than (i) SPAC Stockholders holding SPAC Common Stock (prior to the SPAC Merger Effective Time) sold in SPAC’s initial public offering (the “IPO”) who shall have elected to redeem their shares of SPAC Common Stock (prior to the SPAC Merger Effective Time) pursuant to the SPAC Governing Documents, (ii) Chardan Capital Markets LLC with respect to the fee payable at Closing described in the SPAC SEC Filings, (iii) the Sponsor if the Sponsor chooses to get paid in cash for any part of the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPAC, pursuant to Section 2.5(d) of this Agreement and (iv) as contemplated by the following sentence) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to all SPAC Share Redemptions. There are no Actions pending or, to the knowledge of SPAC, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Account. 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, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Closing, the obligations of SPAC to dissolve or liquidate pursuant to the SPAC Governing Documents shall terminate, and as of the Closing, SPAC shall have no obligation whatsoever pursuant to the SPAC 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 Agreement, following the Closing, no SPAC Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such SPAC Stockholder is exercising a SPAC Share Redemption (or a redemption right in connection with an amendment of SPAC’s Governing Documents to extend SPAC’s deadline to consummate the Business Combination), and excluding claims that a SPAC Stockholder may make against SPAC assets, properties or funds that are not held in the Trust Account or have been distributed therefrom (other than to other Public Stockholders exercising redemption rights). The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, SPAC and the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, modified in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement Date, date hereof there is at least approximately $333,500,000 57.6 million held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9December 14, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectusprospectus dated December 17, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2021. 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, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust AgreementAgreement and the Trust Account, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legalThere are no Actions pending, valid and binding obligation of Acquiror and, or to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending threatened with respect to the Trust AccountAccount or the funds contained therein. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of At the ClosingAcquisition Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the ClosingAcquisition Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following From and after the ClosingAcquisition Effective Time, no stockholder of Acquiror shall be entitled to receive any amount from from, or any amount previously held in, the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock Ordinary Shares for redemption pursuant to the Acquiror Stockholder RedemptionShareholder Redemption prior to such time. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or otherwise modified, in any respect, and, to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated or anticipated. There are no side letters or other Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their Acquiror Class A Ordinary Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account.

Trust Account. As of the Original Agreement Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust date of this Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held Pathfinder has an amount in cash in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)equal to at least $325,000,000. Amounts The funds held in the Trust Account are invested in United States Government securities “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 of 1940, as amendedwhich invest only in direct U.S. government treasury obligations. Acquiror has performed all material obligations required The funds held in the Trust Account are held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the that certain Investment Management Trust Agreement, dated as of February 16, 2021 (the “Trust Agreement”), between Pathfinder and no event has occurred whichContinental, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to as trustee (the Knowledge of Acquiror, the “Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated”). There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Pathfinder SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to Pathfinder’s knowledge, that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing Pathfinder Holders who shall have elected to redeem their Pathfinder Class A Shares pursuant to the Governing Documents of Pathfinder or (iii) if Pathfinder fails to complete a business combination within the allotted time period set forth in the Governing Documents of Pathfinder and liquidates the Trust Account, subject to the terms of the Trust Agreement, Pathfinder (in limited amounts to permit Pathfinder to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Pathfinder) and then the Pre-Closing Pathfinder Holders). Prior to the Closing, none of the funds available held in the Trust Account will are permitted to be released, except in the circumstances described in the Governing Documents of Pathfinder and the Trust Agreement. As of the date of this Agreement, Pathfinder has performed all material obligations required to be performed by it to date under, and is not be available in material default or delinquent in performance or any other respect (claimed or actual) in any material respect under the Trust Agreement, and, to Acquiror on the Closing Dateknowledge of Pathfinder, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default under the Trust Agreement. There As of the date of this Agreement, there are no Actions Proceedings pending with respect to the Trust Account. Since March 9February 16, 2021, Acquiror 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). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following transactions contemplated hereby, including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except (A) in respect of deferred underwriting commissions or Taxes or (B) to the extent such stockholder shall Pre-Closing Pathfinder Holders who have elected to tender its shares of Acquiror redeem their Pathfinder Class A Common Stock for redemption Shares pursuant to the Acquiror Stockholder RedemptionGoverning Documents of Pathfinder, each in accordance with the terms of and as set forth in the Trust Agreement, Pathfinder shall have no further obligation under either the Trust Agreement or the Governing Documents of 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. As of the Original Agreement Datedate hereof, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as Purchaser had an amount of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held assets in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents of not less than Two Hundred and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC Fifty Million Dollars (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”$250,000,000). Amounts The funds held in the Trust Account are invested in United States Government U.S. government securities with a maturity of one hundred and eighty-five (185) days or in less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required and held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, Purchaser and the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to the Knowledge of Purchaser, that would entitle any Person (other than stockholders (i) in respect of Acquiror holding Acquiror Common Stock sold under deferred underwriting commissions set forth in Schedule 4.21 or Taxes, (ii) the IPO Prospectus may elect Purchaser’s shareholders prior to the Merger Effective Time who shall have elected to redeem their shares of Acquiror Common Stock Purchaser Ordinary Shares pursuant to the Acquiror Purchaser’s Organizational Documents or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination, or (iii) if Purchaser fails to complete a Business Combination within the allotted time period and liquidates the underwriters Trust Account, subject to the terms of Acquirorthe Trust Agreement, in limited amounts to permit Purchaser to pay the expenses of the Trust Account’s initial public offering with respect to deferred underwriting commissionsliquidation and dissolution, and then Purchaser’s shareholders) to any portion of the proceeds funds in the Trust Account. As Prior to the Closing, none of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds held in the Trust Account will not be satisfied or funds available have been released, except to pay Taxes from any interest income earned in the Trust Account will not be available Account, and to Acquiror on redeem Purchaser Ordinary Shares pursuant to the Closing DatePurchaser’s Organizational Documents, or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination. There As of the date of this Agreement, there are no Actions pending or, to the Knowledge of Purchaser, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement Date, date hereof there is at least $333,500,000 404,234,530 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March September 9, 20212020, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, prospectus dated as of March September 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2020. 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, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust AgreementAgreement and the Trust Account, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legalThere are no Actions pending, valid and binding obligation of Acquiror and, or to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending threatened with respect to the Trust AccountAccount or the funds contained therein. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of At the ClosingEffective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the ClosingEffective Time, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following From and after the ClosingEffective Time, no stockholder of Acquiror shall be entitled to receive any amount from from, or any amount previously held in, the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionRedemption prior to such time. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or otherwise modified, in any respect, and, to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated or anticipated. There are no side letters or other Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Common Stock pursuant to the Acquiror Stockholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is DSAC has (and, assuming no holders of DSAC Ordinary Shares exercise the DSAC Shareholder Redemption Right, will have immediately prior to the Closing) at least $333,500,000 175,000,000 in the Trust Account, with such funds invested in United States Government securities meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and held in a trust account (by the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement. The Trust Agreement is in full force and effect and is a legal, dated as valid and binding obligation of March 9, 2021, by and between Acquiror DSAC and the Trustee on file Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and (except for the Trust Agreement) there are no agreements, contracts, arrangements or understandings, whether written or oral, with the SEC Reports of Acquiror as Trustee or any other Person that would (a) cause the description of the Original Trust Agreement Date in the Prospectus to be inaccurate in any material respect or (b) entitle any Person (other than (x) holders of DSAC Ordinary Shares who shall have exercised their DSAC Shareholder Redemption Right and (y) any underwriters in connection with DSAC’s initial public offering which may be entitled to deferred underwriting discounts and commissions specified in the “Prospectus) to any portion of the proceeds in the Trust Agreement”)Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents (i) to pay income and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts franchise Taxes from any interest income earned 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 and (ii) to redeem DSAC Ordinary Shares pursuant to the Investment Company Act of 1940, as amendedDSAC Shareholder Redemption Right. Acquiror DSAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and and, to the knowledge of DSAC, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending or, to the knowledge of DSAC, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 15,300,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror the Purchaser’s Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government U.S. government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAct. Acquiror The Purchaser has performed all material obligations required to be performed by it to date underdate, and is not in material defaultdefault or breach, breach or delinquent in performance or any other respect (claimed or actual) in connection with, under the Trust Agreement, and to the Purchaser’s Knowledge, no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror the Purchaser and, to the Knowledge of Acquirorthe Purchaser, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Except to the extent necessary in connection with any Extensions, the Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquirorthe Purchaser, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror the Purchaser to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect Public Stockholders who shall have elected to redeem their shares of Acquiror Purchaser Class A Common Stock pursuant to the Acquiror Purchaser’s Organizational Documents and the underwriters of Acquiror’s initial public offering the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountAccount prior to the closing of a Business Combination. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no Purchaser does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror the Purchaser on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror The Purchaser has not released any money from the Trust Account (other than as permitted by to pay Taxes from any interest income earned in the Trust Agreement)Account in accordance with the Trust Agreement and for redemptions of Purchaser Class A Common Stock by Public Stockholders in connection with amendments to the Purchaser’s Organizational Documents to extend its deadline to consummate a Business Combination. As of the Closing, the obligations of Acquiror the Purchaser to dissolve or liquidate pursuant to the Acquiror Purchaser’s Organizational Documents shall terminate, and, as of terminate and the Closing, Acquiror Purchaser shall have no obligation whatsoever pursuant to the Acquiror Purchaser’s Organizational Documents to dissolve and liquidate the assets of Acquiror the Purchaser by reason of the consummation of the Transactionstransactions contemplated herein. Following the Closing, no stockholder shareholders of Acquiror the Purchaser are or shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shareholders shall have elected to tender its shares of Acquiror Purchaser Class A Common Stock for redemption pursuant to any Redemption in compliance with the Acquiror Stockholder RedemptionPurchaser’s Organizational Documents.

Trust Account. As of (a) Boulevard has (and will have immediately prior to the Original Agreement Date, there is Closing) at least $333,500,000 held 370,000,000 (less, as of the Closing, payments to Redeeming Stockholders) in a trust account established by Boulevard for the benefit of its public stockholders at X.X. Xxxxxx Xxxxx Bank, N.A. (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9September 21, 20212015, by and between Acquiror Boulevard and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror the Boulevard Organizational Documents and AcquirorBoulevard’s final prospectusprospectus dated September 21, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2015. Amounts in the Trust Account are invested in United States Government securities “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedwhich invest only in direct U.S. government treasury obligations. Acquiror The Trust Agreement is in full force and effect and enforceable in accordance with its terms and has not been amended or modified. Boulevard has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and and, to the knowledge of Boulevard, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contractscontracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Boulevard Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissionsRedeeming Stockholders) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions claims or proceedings pending or, to the knowledge of Boulevard, threatened in writing, with respect to the Trust Account. Since March 9September 25, 20212015, Acquiror Boulevard has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror Boulevard to dissolve or liquidate pursuant to the Acquiror Boulevard Organizational Documents shall terminate, and, and as of the ClosingEffective Time, Acquiror Boulevard shall have no obligation whatsoever pursuant to the Acquiror Boulevard Organizational Documents to dissolve and liquidate the assets of Acquiror Boulevard by reason of the consummation of the Transactions. Following transactions contemplated hereby, and following the ClosingEffective Time, no stockholder of Acquiror Boulevard Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Boulevard Stockholder Redemptionis a Redeeming Stockholder.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 held 23,000,000 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9December 27, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date 2021 (the “Trust Agreement”), between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Shares sold in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the underwriters of Xxxxxxxx’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legalAs of the Effective Time, valid and binding obligation the obligations of Acquiror andto dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no extent such termination, repudiation, rescission, amendment, supplement or modification Acquiror Stockholder is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by exercising an Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountShare Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror has to the knowledge of Acquiror, there are no reason to believe that any of the conditions to the use of funds in the Trust Account which will not be satisfied or funds available in the Trust Account (other than pursuant to the Acquiror Share Redemption) which will not be available to Acquiror and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has at least $333,500,000 held 181,743,652 in a trust account (the “Trust Account”), ) maintained by Continental American Stock Transfer & Trust Company, a New York corporationLLC, acting as trustee (the “Trustee”), such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9November 23, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date 2021 (the “Trust Agreement”), by and between SPAC and the Trustee. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in SPAC SEC Filings to be inaccurate in any material respect or, to the knowledge of SPAC, that would entitle any Person (other than the SPAC Stockholders holding shares of SPAC Class A Common Stock in connection with any SPAC Share Redemption and any other amounts set forth on Section 5.9 of the SPAC Disclosure Letter) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (i) to pay income and franchise Taxes from any interest income earned in the Trust Account and (ii) to redeem shares of SPAC Class A Common Stock in accordance with the Trust Agreementprovisions of the SPAC Governing Documents. There are no claims or proceedings pending or, Acquiror Organizational Documents and Acquiror’s final prospectusto the knowledge of SPAC, dated as of March 9, 2021 and filed threatened with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in respect to 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, as amendedAccount. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation As of Acquiror and, to the Knowledge of AcquirorMerger Effective Time, the Trustee, enforceable in accordance with its terms, subject obligations of SPAC to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended dissolve or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock liquidate pursuant to the Acquiror Organizational SPAC Governing Documents shall terminate, and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion as of the proceeds in Merger Effective Time, SPAC shall have no obligation whatsoever pursuant to the SPAC 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 hereof, following the Merger Effective Time, no SPAC Stockholder shall be entitled to receive any amount from the Trust AccountAccount except to the extent such SPAC Stockholder is exercising a SPAC Share Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company Target Companies contained herein and the compliance by the Company Target Companies with their obligations hereunder, Acquiror has no SPAC does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror SPAC on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Bannix has an amount in cash in the Trust Account equal to at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)31,744,838. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material which invest only in direct U.S. government treasury obligations required and (b) held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the that certain Investment Management Trust Agreement, dated September 10, 2021, as amended on March 10, 2023 (the “Trust Agreement”), between Bannix and no event has occurred whichContinental Stock Transfer & Trust Company, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to as trustee (the Knowledge of Acquiror, the “Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated”). There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Bannix SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to Bannix’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than stockholders (i) in respect of Acquiror holding Acquiror Common Stock sold under deferred underwriting commissions or Taxes, (ii) the IPO Prospectus may elect Bannix Stockholders who shall have elected to redeem their shares of Acquiror Bannix Common Stock pursuant to the Acquiror Organizational Governing Documents of Bannix or (iii) if Bannix fails to complete a business combination within the allotted time period set forth in the Governing Documents of Bannix and liquidates the underwriters of Acquiror’s initial public offering with respect Trust Account, subject to deferred underwriting commissions) to any portion the terms of the proceeds Trust Agreement, Bannix (in limited amounts to permit Bannix to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Bannix) and then the Bannix Stockholders). Prior to the Closing, none of the funds held in the Trust AccountAccount are permitted to be released, except in the circumstances described in the Governing Documents of Bannix and the Trust Agreement. As of the Original Agreement Datedate of this Agreement, assuming Bannix has performed all material obligations required to be performed by it, and is not in material default, under the accuracy Trust Agreement, and, to Bannix’s knowledge, no event has occurred which (with due notice or lapse of time or both) would constitute a material default under the Trust Agreement. As of the representations and warranties date of the Company contained herein and the compliance by the Company with their obligations hereunderthis Agreement, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There there are no Actions Proceedings pending with respect to the Trust Account. Since March 9May 1, 20212023, Acquiror 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). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following transactions contemplated hereby (including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except (A) in respect of deferred underwriting commissions or Taxes or (B) to the extent such stockholder shall Bannix Stockholders who have elected to tender its shares of Acquiror Class A redeem their Bannix Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionGoverning Documents of Bannix, each in accordance with the terms of and as set forth in the Trust Agreement), Bannix shall have no further obligation under either the Trust Agreement or the Governing Documents of 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 Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 977,500,000 in the Trust Account (including, if applicable, an aggregate of approximately $34,212,500 of deferred underwriting commissions and other fees being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 915, 2021, by and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than shareholders of Acquiror holding Acquiror Ordinary Shares sold in Acquiror’s initial public offering who shall have elected to redeem their Acquiror Ordinary Shares pursuant to Acquiror’s Governing Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legalAs of the Effective Time, valid and binding obligation the obligations of Acquiror andto dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Shareholder shall be entitled to receive any amount from the Trust Account except to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no extent such termination, repudiation, rescission, amendment, supplement or modification Acquiror Shareholder is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by exercising an Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountShare Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, neither Acquiror has no or Merger Sub have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As Upon satisfaction or waiver of the Original conditions set forth in ‎Article VII, and provision of notice thereof by SPAC to the Trustee in accordance with the terms of the Trust Agreement, (a) in accordance with and pursuant to the Trust Agreement, at the Closing, SPAC shall cause the documents, opinions, and notices required to be delivered to the Trustee pursuant to the Trust Agreement Dateto be so delivered and shall use its best efforts to cause the Trustee to, there is at least $333,500,000 held and the Trustee shall thereupon be obligated to (i) pay as and when due all amounts payable to stockholders of SPAC, and (ii) immediately thereafter, pay all remaining amounts then available in a trust account the Trust Account in accordance with this Agreement and the Trust Agreement, and (b) thereafter, the “Trust Account”)Account shall terminate, maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting except as trustee (the “Trustee”)otherwise provided therein, pursuant to the Investment Management Trust Agreement, dated as terms and provisions of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror. Reference is made to SPAC’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March February 11, 2021 2022 (the “IPO Prospectus”). Amounts Company understands that SPAC has established the Trust Account, in an approximate amount of $48,433,053 as of August 14, 2023, for the benefit of the SPAC Stockholders and the underwriters of SPAC’s initial public offering (the “Underwriters”) and that, except for certain exceptions described in the Prospectus, SPAC may disburse monies from the Trust Account only: (i) to the SPAC Stockholders in the event of the conversion of their shares or the liquidation of SPAC; or (ii) to SPAC and its Underwriters and/or marketing agent(s) after consummation of a business combination, as described in the Prospectus. For and in consideration of SPAC agreeing to enter into this Agreement, Seller hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account are invested (the “Claim”) and notwithstanding anything 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, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust this Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquirorcontrary, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in Company hereby waives any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement Claim it may have in the SEC Reports filed future as a result of, or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents arising out of, this Agreement and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in will not seek recourse against the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released for any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemptionwhatsoever.

Trust Account. (a) As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 400 million in the Trust Account (including, if applicable, an aggregate of approximately $14,000,000 of deferred underwriting commissions and other fees being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”)Investment Company Act, pursuant to the Investment Management Trust Agreement, dated as of March 93, 2021, by and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than shareholders of Acquiror holding shares of Acquiror Common Stock sold in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such Acquiror Shareholder is exercising an Acquiror Share Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respect, and and, to the Knowledge knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 held 146,634,542 million invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Second Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAct. Acquiror Purchaser has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or in lapse of time or both, would constitute such a default or material breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror Purchaser and, to the Knowledge of AcquirorPurchaser, the Trustee, enforceable in accordance with its terms, terms subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and and, to the Knowledge of AcquirorPurchaser, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate side letters and there are no Contracts, side letters arrangements or other arrangements (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (a) cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would (b) entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its respective obligations hereunder, Acquiror Purchaser has no reason to believe that any of the conditions to the use of the funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Holdco on the Second Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has at least $333,500,000 held 58,000,000 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9September 13, 2021, by between SPAC and between Acquiror American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee,” and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (such Investment Management Trust Agreement, the “Trust Agreement”). There are no separate Contracts or side letters that would cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate in any material respect or that would entitle any Person (other than (i) SPAC Stockholders holding SPAC Common Stock (prior to the SPAC Merger Effective Time) sold in SPAC’s initial public offering (the “IPO”) who shall have elected to redeem their shares of SPAC Common Stock (prior to the SPAC Merger Effective Time) pursuant to the SPAC Governing Documents, (ii) Chardan Capital Markets LLC with respect to the fee payable at Closing described in the SPAC SEC Filings, (iii) the Sponsor if the Sponsor chooses to get paid in cash for any part of the outstanding amount due under loans made by the Sponsor or any of its Affiliates to SPAC, pursuant to Section 2.5(d) of this Agreement and (iv) as contemplated by the following sentence) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to all SPAC Share Redemptions. There are no Actions pending or, to the knowledge of SPAC, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Account. 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, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Closing, the obligations of SPAC to dissolve or liquidate pursuant to the SPAC Governing Documents shall terminate, and as of the Closing, SPAC shall have no obligation whatsoever pursuant to the SPAC 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 Agreement, following the Closing, no SPAC Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such SPAC Stockholder is exercising a SPAC Share Redemption (or a redemption right in connection with an amendment of SPAC’s Governing Documents to extend SPAC’s deadline to consummate the Business Combination), and excluding claims that a SPAC Stockholder may make against SPAC assets, properties or funds that are not held in the Trust Account or have been distributed therefrom (other than to other Public Stockholders exercising redemption rights). The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, SPAC and the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, modified in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.50

Trust Account. As of the Original Agreement Datedate hereof, there is the SPAC has at least fifty-two million two hundred seventy-five thousand one hundred seventy-nine dollars ($333,500,000 held 52,275,179) (the “Trust Amount”) in a the trust account established by the SPAC (the “Trust Account”) pursuant to that certain Investment Management Trust Agreement, dated as of October 4, 2021 (as amended on December 7, 2022, the “Trust Agreement”), maintained by and between the SPAC and Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the such funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under1940 or are held in one or more demand deposit accounts, and is not held in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, trust by the Trustee pursuant to the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the TrusteeSPAC, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respectrespect by the SPAC or the Trustee, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedcontemplated by the SPAC. There are no separate The SPAC is not a party to or bound by any side letters with respect to the Trust Agreement or (except for the Trust Agreement) any Contracts, side letters arrangements or other arrangements (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (a) cause the description of the Trust Agreement in the SEC Reports forms, reports, schedules, registration statements and other documents filed or furnished by Acquiror the SPAC with the SEC, including all amendments, modifications and supplements thereto to be inaccurate in any material respect or that would (b) explicitly by their terms, entitle any Person person (other than (i) the SPAC stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect who shall have exercised their rights to redeem their shares of Acquiror SPAC Class A Common Stock pursuant to the Acquiror Organizational Documents and Shares, (ii) the underwriters of Acquirorthe SPAC’s initial public offering offering, who are entitled to the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, with respect to deferred underwriting commissionsincome earned on the proceeds in the Trust Account to cover any of its income tax obligations and up to one hundred thousand ($100,000) of interest on such proceeds to pay dissolution expenses), to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9October 7, 2021, Acquiror the SPAC has not released any money from the Trust Account (other than as permitted by Account, except in accordance with the Trust Agreement). As Agreement and Organizational Documents of the Closing, the obligations of Acquiror to dissolve SPAC. There are no Actions (or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as knowledge of the ClosingSPAC, Acquiror shall have no obligation whatsoever pursuant investigations) pending or, to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason knowledge of the consummation of the Transactions. Following the ClosingSPAC, no stockholder of Acquiror shall be entitled threatened with respect to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionAccount.

Trust Account. As of January 31, 2021, Parent has $229,983,191.621 in the Original Agreement Date, there is at least $333,500,000 held in a trust account established by Parent for the benefit of its Parent Public Stockholders at Oxxxxxxxxxx (the “Trust Account”), maintained and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9December 1, 20212020, by between the Parent and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date Continental (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. Parent has complied in all respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a legal, valid and binding obligation of Acquiror andbreach or default by Parent or, to the Knowledge of AcquirorParent, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedby Continental. There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Reports filed or furnished by Acquiror Documents to be inaccurate or in any material respect and/or that would entitle any Person (other than stockholders the payment of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may Business Combination Fees payable to Oxxxxxxxxxx, for deferred underwriting commissions as described in the Parent SEC Documents and the Parent Public Stockholders who elect to redeem their shares of Acquiror Parent Common Stock pursuant to the Acquiror Organizational Documents and the underwriters Parent’s Certificate of Acquiror’s initial public offering with respect to deferred underwriting commissions) Incorporation), to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (x) to pay income and other tax obligations from any interest income earned in the Trust Account or (y) to redeem Parent Common Stock in accordance with the provisions of the Parent’s Organizational Documents. There are no claims or proceedings pending or, to the knowledge of Parent, threatened with respect to the Trust Account. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror has no neither Parent nor Merger Sub have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Parent and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of December 31, 2022, Acquiror has an amount in cash in the Original Agreement Date, there is Trust Account equal to at least $333,500,000 10,325,848. The funds held in the Trust Account are (a) invested in United States “government securities”, having a maturity of one hundred eighty (180) days or less or in money market funds that invest only in direct U.S. government treasury obligations and (b) held in trust account pursuant to that certain Investment Management Trust Agreement, dated September 30, 2021 (the “Trust AccountAgreement”), maintained by between Acquiror and Continental Stock Transfer & Trust Company, a New York corporation, acting 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 Acquiror SEC Reports to be inaccurate in any material respect or, to Acquiror’s knowledge, which 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 holders of Acquiror Shares who shall have elected to redeem their shares of Acquiror Class A Common Stock pursuant to the Investment Management Governing Documents of Acquiror or (iii) if Acquiror fails to complete a business combination within the allotted time period set forth in the Governing Documents of Acquiror and liquidates the Trust Account, subject to the terms of the Trust Agreement, dated Acquiror (in limited amounts to permit Acquiror to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Acquiror) and then the holders of Acquiror Shares as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”such time). Prior to the Closing, none of the funds held in the Trust Account may are permitted to be released released, except in accordance with the circumstances described in the Governing Documents of Acquiror and the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, with the Trust Agreement, and and, to the knowledge of Acquiror, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Datedate of this Agreement, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There there are no Actions claims or Proceedings pending with respect to the Trust Account. Since March 9Upon the consummation of the transactions contemplated hereby, 2021, Acquiror has not released any money including the distribution of assets from the Trust Account (other than as permitted by A) in respect of deferred underwriting commissions or Taxes or (B) to the Trust Agreement). As of the Closing, the obligations holders of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall Shares who have elected to tender its redeem their shares of Acquiror Class A Common Stock for redemption pursuant to the Governing Documents of Acquiror, each in accordance with the terms of and as set forth in the Trust Agreement, Acquiror Stockholder Redemptionshall have no further obligation under either the Trust Agreement or the Governing Documents of Acquiror 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 Original Agreement Datedate hereof, there is the SPAC has at least one hundred seventy-six million dollars ($333,500,000 held 176,000,000) (the “Trust Amount”) in a the trust account established by the SPAC (the “Trust Account”) pursuant to that certain Investment Management Trust Agreement, dated as of November 8, 2021 (the “Trust Agreement”), maintained by and between the SPAC and Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the such funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under1940 or are held in one or more demand deposit accounts, and is not held in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, trust by the Trustee pursuant to the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the TrusteeSPAC, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respectrespect by the SPAC or the Trustee, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedcontemplated by the SPAC. There are no separate The SPAC is not a party to or bound by any side letters with respect to the Trust Agreement or (except for the Trust Agreement) any Contracts, side letters arrangements or other arrangements (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (a) cause the description of the Trust Agreement in the SEC Reports forms, reports, schedules, registration statements and other documents filed or furnished by Acquiror the SPAC with the SEC, including all amendments, modifications and supplements thereto to be inaccurate in any material respect or that would (b) explicitly by their terms, entitle any Person person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect (i) SPAC Shareholders who shall have exercised their rights to redeem their shares of Acquiror SPAC Class A Common Stock pursuant to the Acquiror Organizational Documents and Shares, (ii) the underwriters of Acquirorthe SPAC’s initial public offering offering, who are entitled to the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, with respect to deferred underwriting commissionsincome earned on the proceeds in the Trust Account to cover any of its income tax obligations and up to one hundred thousand ($100,000) of interest on such proceeds to pay dissolution expenses), to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9November 8, 2021, Acquiror the SPAC has not released any money from the Trust Account (other than as permitted by Account, except in accordance with the Trust Agreement). As Agreement and Organizational Documents of the Closing, the obligations of Acquiror to dissolve SPAC. There are no Actions (or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as Knowledge of the ClosingSPAC, Acquiror shall have no obligation whatsoever pursuant investigations) pending or, to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason Knowledge of the consummation of the Transactions. Following the ClosingSPAC, no stockholder of Acquiror shall be entitled threatened with respect to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionAccount.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has at least $333,500,000 held 250,000,000 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9January 28, 2021, by between SPAC and between Acquiror Continental Stock Transfer & Trust Company, as trustee (the “Trustee,” and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (such Investment Management Trust Agreement, the “Trust Agreement”). There are no separate Contracts or side letters that would cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate in any material respect or that would entitle any Person (other than (i) SPAC Stockholders holding SPAC Common Stock (prior to the Effective Time) sold in SPAC’s initial public offering (the “IPO”) who shall have elected to redeem their shares of SPAC Common Stock (prior to the Effective Time) pursuant to the SPAC Governing Documents, (ii) Cantor Xxxxxxxxxx & Co. with respect to the fee payable pursuant to the business combination marketing agreement described in the SPAC SEC Filings and (iii) as contemplated by the following sentence) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to all SPAC Share Redemptions. There are no Actions pending or, to the knowledge of SPAC, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Account. 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, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror SPAC to dissolve or liquidate pursuant to the Acquiror Organizational SPAC Governing Documents shall terminate, and, and as of the Closing, Acquiror SPAC shall have no obligation whatsoever pursuant to the Acquiror Organizational SPAC Governing Documents to dissolve and liquidate the assets of Acquiror SPAC by reason of the consummation of the Transactions. Following To SPAC’s knowledge, as of the date of this Agreement, following the Closing, no stockholder of Acquiror SPAC Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall SPAC Stockholder is exercising a SPAC Share Redemption (or a redemption right in connection with an amendment of SPAC’s Governing Documents to extend SPAC’s deadline to consummate the Business Combination), and excluding claims that a SPAC Stockholder may make against SPAC against assets, properties or funds that are not held in the Trust Account or have elected been distributed therefrom (other than to tender its shares of Acquiror Class A Common Stock for other Public Stockholders exercising redemption pursuant to the Acquiror Stockholder Redemptionrights).

Trust Account. As of the Original Agreement Effective Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as DMAC has an amount of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held assets in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC equal to approximately One Hundred Twenty-Seven Million Seven Hundred Sixty-Seven Thousand Dollars (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”$127,767,000). Amounts The funds held in the Trust Account are invested in United States Government U.S. government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required and held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, DMAC and the Trustee, enforceable in accordance with its terms, subject to except as such enforcement may be limited by the Enforceability Exceptions. The As of the Effective Date the Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There As of the Effective Date there are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to the Knowledge of DMAC, that would entitle any Person (other than stockholders (i) in respect of Acquiror holding Acquiror Common Stock sold under deferred underwriting commissions set forth in Schedule 4.21 or Taxes, (ii) the IPO Prospectus may elect holders of DMAC Securities prior to the Merger Effective Time who shall have elected to redeem their shares of Acquiror DMAC Common Stock pursuant to the Acquiror DMAC’s Organizational Documents or in connection with an amendment thereof to extend DMAC’s deadline to consummate a Business Combination or (iii) if DMAC fails to complete a Business Combination within the allotted time period and liquidates the underwriters Trust Account, subject to the terms of Acquirorthe Trust Agreement, DMAC in limited amounts to permit DMAC to pay the expenses of the Trust Account’s initial liquidation and dissolution, and then DMAC’s public offering with respect to deferred underwriting commissionsshareholders) to any portion of the proceeds funds in the Trust Account. As Prior to the Closing, none of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds held in the Trust Account will not be satisfied or funds available have been released, except to pay Taxes from any interest income earned in the Trust Account will not be available Account, and to Acquiror on redeem DMAC Common Stock pursuant to DMAC’s Organizational Documents, or in connection with an amendment thereof to extend DMAC’s deadline to consummate a Business Combination. As of the Closing Effective Date. There , there are no Actions pending or, to the Knowledge of DMAC, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement DateFebruary 17, 2022, there is at least $333,500,000 201,249,530.00 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror the Purchaser’s Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amended. Acquiror The Purchaser has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror the Purchaser and, to the Knowledge of Acquirorthe Purchaser, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquirorthe Purchaser, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror the Purchaser to be inaccurate or that would entitle any Person (other than stockholders of Acquiror the Purchaser holding Acquiror Purchaser Class A Common Stock sold under the IPO Prospectus may elect who shall have elected to redeem their shares of Acquiror Purchaser Class A Common Stock pursuant to the Acquiror Purchaser’s Organizational Documents and the underwriters of Acquiror’s initial public offering the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountAccount prior to the closing of a Business Combination. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no Purchaser does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror the Purchaser on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror The Purchaser has not released any money from the Trust Account (other than as permitted by to pay Taxes from any interest income earned in the Trust Account in accordance with the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror the Purchaser to dissolve or liquidate pursuant to the Acquiror Purchaser’s Organizational Documents shall terminate, and, as of terminate and the Closing, Acquiror Purchaser shall have no obligation whatsoever pursuant to the Acquiror Purchaser’s Organizational Documents to dissolve and liquidate the assets of Acquiror the Purchaser by reason of the consummation of the Transactionstransactions contemplated herein. Following the ClosingEffective Time, no stockholder of Acquiror the Purchaser is or shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Purchaser Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionRedemption (or pursuant to any redemption required in accordance with the extension of the Purchaser’s deadline to consummate its Business Combination) in compliance with the Purchaser’s Organizational Documents.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 239,475,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror the SPAC’s Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amendedAct. Acquiror The SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror the SPAC and, to the Knowledge of Acquirorthe SPAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquirorthe SPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror the SPAC to be inaccurate or that would entitle any Person (other than stockholders holders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect SPAC Class A Ordinary Shares who shall have elected to redeem their shares of Acquiror Common Stock SPAC Class A Ordinary Shares pursuant to the Acquiror SPAC’s Organizational Documents and the underwriters of Acquiror’s initial public offering the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountAccount prior to the closing of a Business Combination. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no SPAC does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror the SPAC (subject to any Redemptions) on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror The SPAC has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror the SPAC to dissolve or liquidate pursuant to the Acquiror SPAC’s Organizational Documents shall terminate, and, as of terminate and the Closing, Acquiror SPAC shall have no obligation whatsoever pursuant to the Acquiror SPAC’s Organizational Documents to dissolve and liquidate the assets of Acquiror the SPAC by reason of the consummation of the Transactionstransactions contemplated herein. Following the Closing, no stockholder shareholder of Acquiror the SPAC is or shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shareholder shall have elected to tender its shares of Acquiror SPAC Class A Common Stock Ordinary Shares for redemption pursuant to any Redemption in compliance with the Acquiror Stockholder RedemptionSPAC’s Organizational Documents.

Trust Account. As of the Original Agreement Datedate immediately prior to the date of this Agreement, there is at least $333,500,000 15,000,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Agreement and Governing Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)SPAC. Amounts in the Trust Account are invested in United States Government government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust AgreementAgreement and the Trust Account, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending pending, or to the knowledge of SPAC, threatened with respect to the Trust AccountAccount or the funds contained therein. Since March 9, 2021, Acquiror SPAC has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As The consummation of the Closing, Transactions shall not cause or require the obligations dissolution or liquidation of Acquiror to dissolve or liquidate SPAC pursuant to the Acquiror Organizational Governing Documents shall terminate, and, as of SPAC or otherwise. From and after the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the ClosingMerger Effective Time, no stockholder shareholder of Acquiror SPAC shall be entitled to receive any amount from from, or any amount previously held in, the Trust Account except to the extent such stockholder shareholder shall have elected to tender its shares of Acquiror Class A SPAC Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionSPAC Share Redemption prior to such time. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of SPAC and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or otherwise modified, in any respect, and, to the knowledge of SPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated or anticipated. There are no side letters or other Contracts, arrangements or understandings, whether written or unwritten, express or implied, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate or (ii) entitle any Person (other than shareholders of SPAC who shall have elected to redeem their shares of SPAC Common Stock pursuant to the SPAC Share Redemption or the underwriters of SPAC’s initial public offering in respect of any fees or expenses payable as a result of arrangements entered into in connection with SPAC’s initial public offering) to any portion of the proceeds in the Trust Account. 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 SPAC.

Trust Account. As of the Original Agreement Date, there There is at least $333,500,000 held 404,986,790 (less, as of the Closing, payments required to be paid to Redeeming Stockholders) invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”)Fund, pursuant to the Investment Management Trust Agreement, dated as of March 9June 6, 20212019, by between Continental Stock Transfer & Trust Company (“SPAC Trustee”) and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date Xxxxxxxx (the “Trust Agreement”). The Trust Agreement is valid and 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 Xxxxxxxx SEC Reports to be inaccurate in any material respect and/or that would entitle any person (other than (i) stockholders of Xxxxxxxx holding shares of Xxxxxxxx Class A Common Stock sold in Xxxxxxxx’x initial public offering who shall have elected to redeem their shares of Xxxxxxxx Class A Common Stock pursuant to the Organizational Documents of Xxxxxxxx and the Trust Agreement and (ii) the payment of deferred underwriting commissions upon Closing) to any portion of the proceeds in the Trust Fund. Prior to the Closing, none of the funds held in the Trust Account Fund may be released except in accordance with the Trust Agreement, Acquiror Agreement and Xxxxxxxx’x Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Documents. Amounts in the Trust Account Fund are invested in United States Government securities “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 27 promulgated under the Investment Company Act of 1940, as amendedwhich invest only in direct U.S. government treasury obligations. Acquiror Xxxxxxxx has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and and, to the knowledge of Xxxxxxxx, no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters claims or other arrangements (whether written or unwritten, express or implied) that would cause the description of proceedings pending with respect to the Trust Agreement in Fund. Xxxxxxxx has not released any money from the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person Trust Fund (other than stockholders of Acquiror holding Acquiror Common Stock sold under interest income earned on the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds principal held in the Trust AccountFund as permitted by the Trust Agreement). As of the Original Agreement DateFirst Effective Time, assuming the accuracy obligations of Xxxxxxxx to dissolve or liquidate pursuant to Xxxxxxxx’x Organizational Documents shall terminate, and as of the representations First Effective Time, Xxxxxxxx shall have no obligation whatsoever pursuant to Xxxxxxxx’x Organizational Documents to dissolve and warranties liquidate the assets of Xxxxxxxx by reason of the Company contained herein consummation of the Transactions, and following the compliance by First Effective Time, no Xxxxxxxx stockholder shall be entitled to receive any amount from the Company with their obligations hereunder, Acquiror Trust Fund except to the extent such Xxxxxxxx stockholder is a Redeeming Stockholder. Xxxxxxxx has no reason to believe that that, as of the First Effective Time, any of the conditions to the use of funds in the Trust Account Fund will not be satisfied or funds available in the Trust Account Fund will not be available to Acquiror Xxxxxxxx on the Closing Date. There are no Actions pending , other than with respect to the Trust Account. Since March 9, 2021, Acquiror has not released funds required to satisfy any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror redemption payments owed to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionRedeeming Stockholders.

Trust Account. As (a) Set forth on Schedule 6.9(a) is a true and accurate record, as of the Original Agreement Datedate identified thereon, there is at least $333,500,000 held of the balance invested in a trust account at U.S. Bank, National Association (the “Trust Account”), maintained by Continental Stock Transfer & U.S. Bank Trust Company, National Association, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement. The Trust Agreement is in full force and effect and is a legal, dated valid and binding obligation of the Purchaser and, to the knowledge of Parent, the Trustee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of March 9equity. The Trust Agreement has not been terminated, 2021repudiated, by rescinded, amended or supplemented or modified, in any respect, and, to the Parent’s knowledge, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and between Acquiror and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee on file with or any other Person that would (i) cause the description of the Trust Agreement in the Purchaser SEC Reports of Acquiror as to be inaccurate or (ii) entitle any Person (other than any Purchaser shareholder who is a redeeming shareholder) to any portion of the Original Agreement Date (proceeds in the “Trust Agreement”)Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Purchaser’s Organizational Documents and AcquirorPurchaser’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No Registration No. 333-253079) on March 11263874, 2021 (the “IPO Prospectus”)filed April 26, 2022. 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, as amended. Acquiror The Purchaser has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending or, to the Purchaser’s knowledge, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror The Purchaser has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror Purchaser to dissolve or liquidate pursuant to the Acquiror Purchaser’s Organizational Documents shall terminate, and, as of the ClosingEffective Time, Acquiror Purchaser shall have no obligation whatsoever pursuant to the Acquiror Purchaser’s Organizational Documents to dissolve and liquidate the assets of Acquiror Purchaser by reason of the consummation of the Transactionstransactions contemplated hereby. Following the ClosingEffective Time, no stockholder of Acquiror Purchaser shareholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionPurchaser shareholder is a redeeming shareholder.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has an amount in cash in the Trust Account equal to at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)256,795,000. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities “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 of 1940, as amended. Acquiror has performed all material which invest only in direct U.S. government treasury obligations required and (b) held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the that certain Investment Management Trust Agreement, dated December 8, 2021 (the “Trust Agreement”), between SPAC and no event has occurred whichContinental Stock Transfer & Trust Company, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to as trustee (the Knowledge of Acquiror, the “Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated”). There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to SPAC’s knowledge, that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing SPAC Shareholders who shall have elected to redeem their SPAC Class A Shares pursuant to the SPAC Governing Document or (iii) if SPAC fails to complete a business combination within the allotted time period set forth in the SPAC Governing Document and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC (in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of SPAC) and then the Pre-Closing SPAC Shareholders). Prior to the Closing, none of the funds available held in the Trust Account will are permitted to be released, except in the circumstances described in the SPAC Governing Document and the Trust Agreement. As of the date of this Agreement, SPAC has performed all material obligations required to be performed by it, and is not be available in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to Acquiror on SPAC’s knowledge, no event has occurred which (with due notice or lapse of time or both) would constitute such a material default under the Closing DateTrust Agreement. There As of the date of this Agreement, there are no Actions Proceedings pending with respect to the Trust Account. Since March 9December 8, 2021, Acquiror 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). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following transactions contemplated hereby (including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except (A) in respect of deferred underwriting commissions or Taxes or (B) to the extent such stockholder shall Pre-Closing SPAC Shareholders who have elected to tender its shares of Acquiror redeem their SPAC Class A Common Stock for redemption Shares pursuant to the Acquiror Stockholder RedemptionSPAC Governing Document, each in accordance with the terms of and as set forth in the Trust Agreement), SPAC shall have no further obligation under either the Trust Agreement or the SPAC Governing Document 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 (a) Set forth on Schedule 5.08 is a true and accurate record, as of the Original Agreement Datedate identified on Schedule 5.08, there is at least $333,500,000 held of the balance invested in a trust account at Mxxxxx Sxxxxxx (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9December 1, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the Acquiror SEC Reports to be inaccurate or (ii) entitle any Person (other than any Acquiror Stockholder who is a Redeeming Stockholder) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, prospectus dated as of March 9December 1, 2021 and filed with the SEC (File No 333-253079) on March 11December 6, 2021 (the “IPO Prospectus”)2021. 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, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending or, to the knowledge of Acquiror, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the ClosingEffective Time, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactionstransactions contemplated hereby. Following the ClosingEffective Time, no stockholder of Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemptionis a Redeeming Stockholder.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 held 9,184,020.00 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9February 4, 2021, by and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than Acquiror Shareholders holding shares of Acquiror Common Stock sold in Acquiror’s initial public offering who shall have properly elected to redeem their shares of Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except other than to pay (i) Taxes or (ii) payments with respect to all Acquiror Share Redemptions, in each case in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectusGoverning Documents, dated as the Prospectus and the Trust Agreement (including with respect to expenses relating to the administration of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”Trust Account). Amounts The Trust Agreement has not been amended or modified and is a valid and binding obligation of Acquiror and is in full force and effect and is enforceable in accordance with its terms. As of the date hereof, there are no claims or proceedings pending, or to the knowledge of Acquiror, threatened with respect to 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, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, default or breach or materially delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legalAs of the Effective Time, valid and binding obligation the obligations of Acquiror andto dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Shareholder shall be entitled to receive any amount from the Trust Account except to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no extent such termination, repudiation, rescission, amendment, supplement or modification Acquiror Shareholder is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by exercising an Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountShare Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 11,820,540 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9December 17, 20212020, by and between Acquiror SPAC and the Trustee on file with the SEC Reports of Acquiror SPAC as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror SPAC Organizational Documents and AcquirorSPAC’s final prospectus, dated as of March 9December 17, 2021 2020 and filed with the SEC (File No No. 333-253079248698) on March 11December 17, 2021 2020 (the “IPO Prospectus”). 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, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror SPAC and, to the Knowledge knowledge of AcquirorSPAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge knowledge of AcquirorSPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror SPAC to be inaccurate or that would entitle any Person (other than stockholders of Acquiror SPAC holding Acquiror SPAC Common Stock sold under the IPO Prospectus may elect in SPAC’s initial public offering who shall have elected to redeem their shares of Acquiror SPAC Common Stock pursuant to the Acquiror SPAC Organizational Documents and the underwriters of AcquirorSPAC’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror no SPAC Party has no any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror SPAC on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9December 17, 20212020, Acquiror SPAC has not released any money from the Trust Account (other than as permitted by to pay income and franchise Taxes from any interest income earned in the Trust Account in accordance with the Trust Agreement). As of the Closing, the obligations of Acquiror SPAC to dissolve or liquidate pursuant to the Acquiror SPAC Organizational Documents shall terminate, and, as of the Closing, Acquiror SPAC shall have no obligation whatsoever pursuant to the Acquiror SPAC Organizational Documents to dissolve and liquidate the assets of Acquiror SPAC by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror SPAC shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror SPAC Class A Common Stock for redemption pursuant to the Acquiror SPAC Stockholder RedemptionRedemption or otherwise in compliance with SPAC’s Organizational Documents.

Trust Account. As of May 10, 2024, the Original Agreement Date, there is Purchaser had at least $333,500,000 held 23,473,560 in the trust fund established by the Purchaser for the benefit of its public shareholders in a trust United States-based account (the “Trust Account”), which is established and maintained by Continental Stock Transfer & Trust Companythe Trustee, a New York corporationand such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, acting as trustee (amended) and held in trust by the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement. There are no separate Contracts, dated as of March 9side letters or other arrangements or understandings (whether written or unwritten, 2021, by and between Acquiror and express or implied) that would cause the Trustee on file with the SEC Reports of Acquiror as description of the Original Trust Agreement Date in the Purchaser SEC Documents to be inaccurate or that would entitle any Person (other than Purchaser Shareholders holding Purchaser Shares sold in Purchaser’s IPO who shall have elected to redeem their Purchaser Shares pursuant to Purchaser’s Organizational Documents) to any portion of the “proceeds in the Trust Agreement”)Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to all Purchaser Share Redemptions. There are no claims or proceedings pending or, to the Knowledge of the Purchaser Parties, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Account. 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, as amended. Acquiror Purchaser has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation As of Acquiror and, to the Knowledge of AcquirorEffective Time, the Trustee, enforceable in accordance with its terms, subject obligations of Purchaser to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended dissolve or supplemented or modified, in any respectliquidate pursuant to Purchaser’s Organizational Documents shall terminate, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description as of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock Effective Time, Purchaser shall have no obligation whatsoever pursuant to the Acquiror Purchaser’s Organizational Documents to dissolve and liquidate the underwriters assets of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion Purchaser by reason of the proceeds in consummation of the Trust Accounttransactions contemplated hereby. As of the Original Agreement Datedate hereof, following the Effective Time, no Purchaser Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such Purchaser Shareholder is exercising an Purchaser Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its respective obligations hereunder, Acquiror Purchaser has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on Purchaser at the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionEffective Time.

Trust Account. As of the Original Agreement Datedate hereof, there is at least the Parent has no less than $333,500,000 held 249,000,000 (the “Trust Fund”) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 with a maturity of one hundred eighty (180) days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 in a trust account of the Parent (the “Trust Account”)) held in trust by Xxxxx Xxxxxx, maintained by Continental Stock Transfer & Trust Company, a New York corporation, Company acting as trustee (the “Trustee”), ) pursuant to the Investment Management Trust Agreement, dated as of March 9November 7, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date 2007 (the “Trust Agreement”). Prior There are no claims or Proceedings pending with respect to the Closing, none Trust Account. All cash of the funds Parent not held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are has been invested in United States Government securities “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 with a maturity of one hundred eighty (180) days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required Upon consummation of the transactions contemplated by this Agreement and notice thereof to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection withthe Trustee, the Trust AgreementAccount will terminate and the Trustee shall thereupon be obligated to release as promptly as practicable to the Parent the Trust Fund held in the Trust Account (less deferred underwriting discounts and commissions in the amount of $8,375,000), and no event has occurred whichwhich Trust Fund will be free of any Encumbrances and, after taking into account any amounts paid in connection with due notice or lapse of time or both(a) obtaining a fairness opinion from an unaffiliated, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and independent investment banking firm that is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description member of the Trust Agreement National Association of Securities Dealers, Inc. and (b) the conversion by public stockholders of the Parent voting against the transactions contemplated hereby of up to twenty-nine and ninety-nine one hundredths percent (29.99%) of the shares of Parent Common Stock issued in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of AcquirorParent’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Accountoffering, will be not less than $164,500,000. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror the Parent to dissolve or liquidate pursuant to within the Acquiror Organizational Documents time specified in the certificate of incorporation of the Parent shall terminate, and, and effective as of the ClosingClosing Date, Acquiror the Parent shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror the Parent by reason of the consummation of the Transactions. Following transactions contemplated hereby, and following the Closing, no stockholder holder of Acquiror the Parent’s Common Stock shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its holder votes against the approval of this Agreement and the transactions contemplated hereby and demands, contemporaneous with such vote, that the Parent convert such holder’s shares of Acquiror Class A the Parent’s Common Stock for redemption into cash pursuant to the Acquiror Stockholder RedemptionParent’s certificate of incorporation.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 held 150,000,000.00 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (and such monies are invested in U.S. government securities or money market funds meeting the “Trustee”), conditions set forth in Rule 2a-7 promulgated under the Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9August 3, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date 2021 (the “Trust Agreement”), between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Prospectus to be inaccurate or that would entitle any Person (other than eligible Acquiror Stockholders who have elected to effect an Acquiror Share Redemption and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and make payments with respect to Acquiror Share Redemptions. There are no Actions pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material defaultdefault under, in breach of, or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legalAs of the Effective Time, valid and binding obligation the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and, as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the Knowledge assets of AcquirorAcquiror by reason of the consummation of the transactions contemplated hereby, other than to liquidate the Trustee, enforceable Trust Account in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description terms of the Trust Agreement in Agreement. Following the SEC Reports filed or furnished by Effective Time, no Acquiror Stockholder shall be entitled to be inaccurate or that would entitle receive any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under amount from the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant Trust Account except to the extent such Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountStockholder has validly effected an Acquiror Share Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, neither Acquiror or Merger Sub has no any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is at least $333,500,000 345,000,000 invested in a trust fund established by Acquiror for the benefit of its public stockholders (the “Trust Fund”) (including, if applicable, an aggregate amount of approximately $12,075,000 of Deferred IPO Fees being held in the Trust Fund) maintained in a trust account at JPMorgan Chase Bank, N.A (the “Trust Account”), maintained . The monies of such Trust Account are held in trust by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee Company (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9November 24, 20212020, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). The Trust Agreement is valid and 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) (i) between Acquiror and the Trustee that would cause the description of the Trust Agreement in the Acquiror SEC Reports to be inaccurate in any material respect or (ii) that would entitle any person (other than stockholders of Acquiror who shall have elected to redeem (other than the persons entitled to receive Deferred IPO Fees) their shares of Acquiror Class A Common Stock pursuant to the Organizational Documents of Acquiror and the Trust Agreement) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents Agreement and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Organizational Documents. Amounts in the Trust Account are invested in United States Government securities “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 of 1940, as amendedwhich invest only in direct U.S. government treasury obligations. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and and, to the knowledge of Acquiror, no event has occurred whichthat, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters claims or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering proceedings pending with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Since November 24, 2020, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the Original Agreement DateBlocker Mergers Effective Time, assuming the accuracy obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Organizational Documents shall terminate, and as of immediately prior to the Blocker Mergers Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the representations and warranties consummation of the Company contained herein Transactions, and following the compliance by Blocker Mergers Effective Time, no Acquiror stockholder shall be entitled to receive any amount from the Company with their obligations hereunder, Trust Account except to the extent such Acquiror stockholder is a Redeeming Stockholder. Acquiror has no reason to believe that that, as of immediately prior to the Blocker Mergers Effective Time, any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror or any of its Affiliates on the Closing Date. There are no Actions pending , other than with respect to the Trust Account. Since March 9, 2021, Acquiror has not released satisfy any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror redemption payments owed to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionRedeeming Stockholders.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 258,750,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9December 17, 20212020, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9December 17, 2021 2020 and filed with the SEC (File No No. 333-253079251062 and 333-251447) on March 11December 21, 2021 2020 (the “IPO Prospectus”). 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, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, no Acquiror Party has no any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9December 17, 20212020, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the ClosingFirst Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the ClosingFirst Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the ClosingFirst Effective Time, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Effective Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as JWAC has an amount of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held assets in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC equal to approximately One Hundred Twenty-Seven Million Seven Hundred Sixty-Seven Thousand Dollars (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”$127,767,000). Amounts The funds held in the Trust Account are invested in United States Government U.S. government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required and held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, JWAC and the Trustee, enforceable in accordance with its terms, subject to except as such enforcement may be limited by the Enforceability Exceptions. The As of the Effective Date the Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There As of the Effective Date there are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to the Knowledge of JWAC, that would entitle any Person (other than stockholders (i) in respect of Acquiror holding Acquiror Common Stock sold under deferred underwriting commissions set forth in Schedule 4.21 or Taxes, (ii) the IPO Prospectus may elect holders of JWAC Securities prior to the Merger Effective Time who shall have elected to redeem their shares of Acquiror JWAC Common Stock pursuant to the Acquiror JWAC’s Organizational Documents or in connection with an amendment thereof to extend JWAC’s deadline to consummate a Business Combination or (iii) if JWAC fails to complete a Business Combination within the allotted time period and liquidates the underwriters Trust Account, subject to the terms of Acquirorthe Trust Agreement, JWAC in limited amounts to permit JWAC to pay the expenses of the Trust Account’s initial liquidation and dissolution, and then JWAC’s public offering with respect to deferred underwriting commissionsshareholders) to any portion of the proceeds funds in the Trust Account. As Prior to the Closing, none of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds held in the Trust Account will not be satisfied or funds available have been released, except to pay Taxes from any interest income earned in the Trust Account will not be available Account, and to Acquiror on redeem JWAC Common Stock pursuant to JWAC’s Organizational Documents, or in connection with an amendment thereof to extend JWAC’s deadline to consummate a Business Combination. As of the Closing Effective Date. There , there are no Actions pending or, to the Knowledge of JWAC, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as Purchaser had an amount of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held assets in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents of not less than three hundred and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC forty-five million dollars (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”$345,000,000). Amounts The funds held in the Trust Account are invested in United States Government U.S. government securities with a maturity of one hundred and eighty-five (185) days or in less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act and held in trust pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is a valid and binding obligation of 1940Purchaser and the Trustee, as enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. Acquiror There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports to be inaccurate in any material respect or, to the Knowledge of Purchaser, that would entitle any Person (other than (i) in respect of deferred underwriting commissions set forth in Schedule 4.20 or Taxes, (ii) the Purchaser’s shareholders prior to the Merger Effective Time who shall have elected to redeem their Purchaser Ordinary Shares pursuant to the Purchaser’s Organizational Documents or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination, or (iii) if Purchaser fails to complete a Business Combination within the allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, in limited amounts to permit Purchaser to pay the expenses of the Trust Account’s liquidation and dissolution, and then Purchaser’s shareholders) to any portion of the funds in the Trust Account. Prior to the Merger Closing, none of the funds held in the Trust Account have been released, except to pay Taxes from any interest income earned in the Trust Account, and to redeem Purchaser Ordinary Shares pursuant to the Purchaser’s Organizational Documents, or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of Purchaser, threatened with respect to the Trust Account. The Purchaser has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation As of Acquiror and, to the Knowledge of AcquirorMerger Effective Time, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description obligations of the Trust Agreement in the SEC Reports filed Purchaser to dissolve or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock liquidate pursuant to the Acquiror Purchaser’s Organizational Documents shall terminate, and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion as of the proceeds in Merger Effective Time, the Trust AccountPurchaser shall have no obligation whatsoever pursuant to the Purchaser’s Organizational Documents to dissolve and liquidate the assets of the Purchaser by reason of the consummation of the transactions contemplated hereby. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company and Pubco contained herein and the compliance by the Company and Pubco with their respective obligations hereunder, Acquiror the Purchaser has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror the Purchaser on the Share Acquisition Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement DateFebruary 29, there is 2024, SPAC has at least $333,500,000 63,214,027.45 in the Trust Account, such monies held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), cash deposit accounts pursuant to the Investment Management Trust Agreement, dated as of March 9December 6, 2021, between SPAC and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”) (as amended by and between Acquiror and Amendment No. 1 to the Trustee on file with the SEC Reports of Acquiror Investment Management Trust Agreement dated as of February 27, 2023, Amendment No. 2 to the Original Investment Management Trust Agreement Date (dated as of September 7, 2023 and Amendment No. 3 to the Investment Management Trust Agreement dated as of December 8, 2023, the “Trust Agreement”). The Trust Agreement has not been amended or modified since December 8, 2023, and is valid and in full force and effect and is enforceable in accordance with its terms, except as limited by the Enforceability Exceptions. There are no separate Contracts, side letters or other binding arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate or that would entitle any Person (other than shareholders of SPAC holding SPAC Ordinary Shares initially sold in SPAC’s initial public offering (the “IPO”) who shall have elected to redeem their SPAC Ordinary Shares pursuant to SPAC’s Governing Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to SPAC Share Redemptions. There are no claims or proceedings pending or, to the knowledge of SPAC, threatened with respect to the Trust AgreementAccount. Each of SPAC and, Acquiror Organizational Documents and Acquiror’s final prospectusto the Knowledge of SPAC, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amended. Acquiror has Trustee have performed all material obligations required to be performed by it to date under, and is not in material default, in breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement DateMerger 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 (other than use of the funds in the Trust Account for SPAC Share Redemptions). No shareholder of SPAC shall be entitled to receive any amount in the Trust Account except to the extent such shareholder of SPAC has exercised a SPAC Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company Company, Merger Sub and MultiplAI contained herein and the compliance by the Company Company, Merger Sub and MultiplAI with their its respective obligations hereunder, Acquiror has no SPAC does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror SPAC on the Closing Date. There are no Actions pending with respect to Date (other than use of the Trust Account. Since March 9, 2021, Acquiror has not released any money from funds in the Trust Account (other than as permitted by the Trust Agreementfor SPAC Share Redemptions). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 234,600,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9September 1, 2021, by and between Acquiror SPAC and the Trustee on file with the SEC Reports of Acquiror SPAC as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror SPAC Organizational Documents and AcquirorSPAC’s final prospectus, dated as of March 9September 1, 2021 2021, and filed with the SEC (File No No. 333-253079258742) on March 11September 3, 2021 (the “IPO Prospectus”). 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, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror SPAC and, to the Knowledge knowledge of AcquirorSPAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge knowledge of AcquirorSPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror SPAC to be inaccurate or that would entitle any Person (other than stockholders of Acquiror SPAC holding Acquiror SPAC Common Stock sold under the IPO Prospectus may elect in SPAC’s initial public offering who shall have elected to redeem their shares of Acquiror SPAC Common Stock pursuant to the Acquiror SPAC Organizational Documents and the underwriters of AcquirorSPAC’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror no SPAC Party has no any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror SPAC on the Closing DateDate in the amounts required pursuant to this Agreement (it being understood that no representation or warranty is being given as to the amount of cash that will remain in the Trust Account after accounting for the aggregate amount of payments required to be made in connection with the SPAC Stockholder Redemption). There are no Actions pending with respect to the Trust Account. Since March 9September 1, 2021, Acquiror SPAC has not released any money from the Trust Account (other than as permitted by to pay income and franchise Taxes from any interest income earned in the Trust Account in accordance with the Trust Agreement). As of the ClosingFirst Effective Time, the obligations of Acquiror SPAC to dissolve or liquidate pursuant to the Acquiror SPAC Organizational Documents shall terminate, and, as of the ClosingFirst Effective Time, Acquiror SPAC shall have no obligation whatsoever pursuant to the Acquiror SPAC Organizational Documents to dissolve and liquidate the assets of Acquiror SPAC by reason of the consummation of the Transactions. Following the ClosingSecond Effective Time, no stockholder of Acquiror New Pubco shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror SPAC Class A Common Stock for redemption pursuant to the Acquiror SPAC Stockholder RedemptionRedemption or otherwise in compliance with SPAC’s Organizational Documents.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Silver Spike has (and, assuming no holders of Silver Spike Ordinary Shares exercise the Silver Spike Shareholder Redemption Right, will have immediately prior to the Closing) at least $333,500,000 254,115,791 in the Trust Account, with such funds invested in United States Government securities meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and held in a trust account (by the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement. The Trust Agreement is in full force and effect and is a legal, dated as valid and binding obligation of March 9, 2021, by and between Acquiror Silver Spike and the Trustee on file Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and (except for the Trust Agreement) there are no agreements, contracts, arrangements or understandings, whether written or oral, with the SEC Reports of Acquiror as Trustee or any other Person that would (a) cause the description of the Original Trust Agreement Date in the Prospectus to be inaccurate in any material respect or (b) entitle any Person (other than (x) holders of Silver Spike Ordinary Shares who shall have exercised their Silver Spike Shareholder Redemption Right, (y) the “Deferred Underwriting Amount and (z) any other amounts set forth on ‎Section 6.11 of the Silver Spike Disclosure Schedule) to any portion of the proceeds in the Trust Agreement”)Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents (i) to pay income and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts franchise Taxes from any interest income earned 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 and (ii) to redeem Silver Spike Ordinary Shares pursuant to the Investment Company Act of 1940, as amendedSilver Spike Shareholder Redemption Right. Acquiror Silver Spike has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and and, to the knowledge of Silver Spike, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending or, to the knowledge of Silver Spike, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as SPAC had an amount of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held assets in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)not less than $261 million. Amounts The funds held in the Trust Account are invested in United States Government U.S. government securities with a maturity of 185 days or in less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required and held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, SPAC and the Trustee, enforceable in accordance with its terms. SPAC has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist any event which, subject with the giving of notice or the lapse of time, would constitute such a breach or default by SPAC or, to the Enforceability ExceptionsKnowledge of SPAC, the Trustee. The Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to the Knowledge of SPAC, that would entitle any Person (other than stockholders (a) in respect of Acquiror holding Acquiror Common Stock sold under deferred underwriting commissions set forth in Section 5.21 of the IPO Prospectus may elect SPAC Disclosure Schedules or Taxes, (b) SPAC Shareholders prior to the Merger Effective Time who shall have elected to redeem their shares of Acquiror Common Stock SPAC Shares pursuant to the Acquiror SPAC’s Organizational Documents or in connection with an amendment thereof to extend SPAC’s deadline to consummate a Business Combination or (c) if SPAC fails to complete a Business Combination within the allotted time period and liquidates the underwriters Trust Account, subject to the terms of Acquirorthe Trust Agreement, in limited amounts to permit SPAC to pay the expenses of the Trust Account’s initial public offering with respect to deferred underwriting commissionsliquidation and dissolution, and then SPAC Shareholders) to any portion of the proceeds funds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account have been released, except to pay Taxes from any interest income earned in the Trust Account, and to redeem SPAC Shares pursuant to the SPAC’s Organizational Documents, or in connection with an amendment thereof to extend SPAC’s deadline to consummate a Business Combination. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of SPAC, threatened with respect to the Trust Account. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on SPAC at the Closing DateMerger Effective Time. There are no Actions pending with respect SPAC has made available to the Trust Account. Since March 9Company true and complete copies of all Contracts, 2021including engagement letters, Acquiror has not released with any money from the Trust Account Person that was, or is, entitled to any underwriting commission (other than as permitted by the Trust Agreement). As including deferred underwriting commission) in respect of the ClosingIPO, the obligations of Acquiror to dissolve including any amendments or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemptionother modifications thereto.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Zanite has at least $333,500,000 236,900,000 in the Trust Account (including, if applicable, an aggregate of approximately $8,050,000 of deferred underwriting commissions and other fees being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9November 16, 20212020, by between Zanite and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Zanite SEC Filings to be inaccurate or that would entitle any Person (other than stockholders of Zanite holding Zanite Common Stocks sold in Zanite’s initial public offering who shall have elected to redeem their shares of Zanite Common Stock pursuant to Zanite’s Organizational Documents and the underwriters of Zanite’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to all Zanite Share Redemptions. There are no claims or proceedings pending or, to the Knowledge of Zanite, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Account. 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, as amended. Acquiror Zanite has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legalSince August 7, valid and binding obligation of Acquiror and2020, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement Zanite has not been terminated, repudiated, rescinded, amended or supplemented or modified, in released any respect, and money from the Trust Account except as permitted pursuant to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror and Zanite’s Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountDocuments. As of the Original Agreement Closing Date, the obligations of Zanite to dissolve or liquidate pursuant to Zanite’s Organizational Documents shall terminate, and as of the Closing Date, Zanite shall have no obligation whatsoever pursuant to Zanite’s Organizational Documents to dissolve and liquidate the assets of Zanite by reason of the consummation of the Transactions. To the Knowledge of Zanite, as of the date hereof, following the Closing Date, no Zanite Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such Zanite Stockholder is exercising a Zanite Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company Embraer contained herein and the compliance by the Company Embraer with their its obligations hereunder, Acquiror Zanite has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or that funds available in the Trust Account will not be available to Acquiror Zanite on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 172,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9February 3, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9February 3, 2021 and filed with the SEC (File No No. 333-253079252010) on March 11February 4, 2021 (the “IPO Prospectus”). 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, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedcontemplated by Acquiror or, to the knowledge of Acquiror, the Trustee. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissionsDocuments) to any portion of the proceeds in the Trust AccountAccount prior to the Closing. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company Parties contained herein and the compliance by the Company Parties with their obligations hereunder, no Acquiror Party has no any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending or, to the knowledge of Acquiror, threatened, with respect to the Trust Account. Since March 9February 3, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the ClosingXxxxxXxxxxxx.xxx Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the ClosingXxxxxXxxxxxx.xxx Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the ClosingXxxxxXxxxxxx.xxx Effective Time, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 held 1,725,000,000.00 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in U.S. government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9February 23, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date 2021 (the “Trust Agreement”), between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than eligible Acquiror Shareholders who have elected to effect an Acquiror Share Redemption and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except other than the withdrawal of interest to fund working capital requirements (subject to an aggregate limit of $3,000,000), to pay Taxes and make payments with respect to Acquiror Share Redemptions or redemption of Acquiror Cayman Class A Shares in accordance connection with any amendment to Acquiror’s amended and restated memorandum and articles of association. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material defaultdefault under, in breach of, or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legalAs of the Merger Effective Time, valid and binding obligation the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and, as of the Merger Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. Following the Merger Effective Time, no Acquiror Shareholder shall be entitled to receive any amount from the Trust Account except to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement extent such Acquiror Shareholder has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by validly effected an Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountShare Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, neither Acquiror or Merger Sub has no any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement Datedate of this Agreement, there is Malacca has an amount in cash in the Trust Account equal to at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)143,826,000. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079i) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities “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 (ii) held in trust pursuant to 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 1940the Trust Agreement in the SEC Reports to be inaccurate in any material respect or, as amendedto Malacca’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 holders of Malacca Ordinary Shares who shall have elected to redeem their Malacca Ordinary Shares pursuant to the Malacca Memorandum and Articles or (iii) if Malacca fails to complete a business combination within the allotted time period set forth in the Organization Documents of Malacca and liquidates the Trust Account, subject to the terms of the Trust Agreement, Malacca (in limited amounts to permit Malacca to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Malacca) and then the Malacca Shareholders). Acquiror 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 Malacca Memorandum and Articles, the IPO Prospectus and the Trust Agreement. Malacca has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, with the Trust Agreement, and to Malacca’s Knowledge, no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters claims or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions Proceedings pending with respect to the Trust Account. Since March 9the IPO, 2021, Acquiror Malacca 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). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following transactions contemplated hereby, including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except (A) in respect of deferred underwriting commissions or Taxes or (B) to the extent such stockholder shall holders of Malacca Ordinary Shares who have elected to tender its shares of Acquiror Class A Common Stock for redemption redeem their Malacca Ordinary Shares pursuant to the Acquiror Stockholder RedemptionMalacca Memorandum and Articles, each in accordance with the terms of and as set forth in the Trust Agreement, Malacca shall have no further obligation under either the Trust Agreement or the Malacca Memorandum and Articles 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 Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held 172,500,000 in the Trust Account may be released except in accordance with the Trust AgreementAccount, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are such monies invested in United States Government U.S. government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of 1940February 18, 2021 (the “Trust Agreement”), between Acquiror and Continental Stock Transfer & Trust Company, as amendedtrustee (the “Trustee”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than eligible Acquiror Stockholders who have elected to effect an Acquiror Share Redemption) to any portion of the proceeds in the Trust Account prior to the Closing. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Account. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material defaultdefault under, in breach of, or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legalAs of the Merger Effective Time, valid and binding obligation the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and, as of the Merger Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. Following the Merger Effective Time, no Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement extent such Acquiror Stockholder has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by validly effected an Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountShare Redemption. As of the Original Agreement Datedate of this Agreement, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, neither Acquiror or Merger Sub has no any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate immediately prior to the date of this Agreement, there is at least $333,500,000 31,989,808 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Agreement and Governing Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)SPAC. Amounts in the Trust Account are invested in United States Government government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust AgreementAgreement and the Trust Account, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending pending, or to the knowledge of SPAC, threatened with respect to the Trust AccountAccount or the funds contained therein. Since March 9, 2021, Acquiror SPAC has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As The consummation of the Closing, Transactions shall not cause or require the obligations dissolution or liquidation of Acquiror to dissolve or liquidate SPAC pursuant to the Acquiror Organizational Governing Documents shall terminate, and, as of SPAC or otherwise. From and after the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the ClosingMerger Effective Time, no stockholder shareholder of Acquiror SPAC shall be entitled to receive any amount from from, or any amount previously held in, the Trust Account except to the extent such stockholder shareholder shall have elected to tender its shares of Acquiror Class A SPAC Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionSPAC Share Redemption prior to such time. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of SPAC and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or otherwise modified, in any respect, and, to the knowledge of SPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated or anticipated. There are no side letters or other Contracts, arrangements or understandings, whether written or unwritten, express or implied, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate or (ii) entitle any Person (other than shareholders of SPAC who shall have elected to redeem their shares of SPAC Common Stock pursuant to the SPAC Share Redemption or the underwriters of SPAC’s initial public offering in respect of any fees or expenses payable as a result of arrangements entered into in connection with SPAC’s initial public offering) to any portion of the proceeds in the Trust Account. 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 SPAC.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is LIVK has (and, assuming no holders of LIVK Ordinary Shares exercise the LIVK Shareholder Redemption Right, will have immediately prior to the Closing) at least $333,500,000 81,058,086.31 in the Trust Account, with such funds invested in United States Government securities meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and held in a trust account (by the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement. The Trust Agreement is in full force and effect and is a legal, dated as valid and binding obligation of March 9, 2021, by and between Acquiror LIVK and the Trustee on file Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and (except for the Trust Agreement) there are no agreements, contracts, arrangements or understandings, whether written or oral, with the SEC Reports of Acquiror as Trustee or any other Person that would (a) cause the description of the Original Trust Agreement Date in the Prospectus to be inaccurate in any material respect or (b) entitle any Person (other than (x) holders of LIVK Ordinary Shares who shall have exercised their LIVK Shareholder Redemption Right, (y) any underwriters in connection with LIVK’s initial public offering which may be entitled to deferred underwriting discounts and commissions specified in the “Prospectus and (z) other advisors of LIVK) to any portion of the proceeds in the Trust Agreement”)Account. Prior to the Closing, none of the funds held in the Trust Account may be have been released except in accordance with the Trust Agreement, Acquiror Organizational Documents (i) to pay income and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts franchise Taxes from any interest income earned 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 and (ii) to redeem LIVK Ordinary Shares pursuant to the Investment Company Act of 1940, as amendedLIVK Shareholder Redemption Right. Acquiror LIVK has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and and, to the knowledge of LIVK, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending or, to the knowledge of LIVK, threatened, with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 116,762,362 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror the Purchaser’s Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). 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, as amended. Acquiror The Purchaser has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror the Purchaser and, to the Knowledge knowledge of Acquirorthe Purchaser, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge knowledge of Acquirorthe Purchaser, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror the Purchaser to be inaccurate or that would entitle any Person (other than stockholders of Acquiror the Purchaser holding Acquiror Purchaser Common Stock sold under in the IPO Prospectus may elect who shall have elected to redeem their shares of Acquiror Purchaser Common Stock pursuant to the Acquiror Purchaser’s Organizational Documents and the underwriters of Acquiror’s initial public offering the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no Purchaser does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror the Purchaser on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror The Purchaser has not released any money from the Trust Account (other than as permitted by to pay income and franchise Taxes from any interest income earned in the Trust Account in accordance with the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror the Purchaser to dissolve or liquidate pursuant to the Acquiror Purchaser’s Organizational Documents shall terminate, and, as of terminate and the Closing, Acquiror Purchaser shall have no obligation whatsoever pursuant to the Acquiror Purchaser’s Organizational Documents to dissolve and liquidate the assets of Acquiror the Purchaser by reason of the consummation of the Transactionstransactions contemplated herein. Following the ClosingEffective Time, no stockholder of Acquiror the Purchaser is or shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Purchaser Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionRedemption in compliance with the Purchaser’s Organizational Documents.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has an amount in cash in the Trust Account of at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)151,672,581. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079i) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities “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 (ii) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of 1940January 12, 2023 (the “Trust Agreement”), by and between SPAC and ETC, as amendedtrustee (the “Trustee”). Acquiror 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 SPAC SEC Reports to be inaccurate in any material respect or, to the SPAC’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (x) in respect of deferred underwriting commissions or Taxes, (y) the SPAC Shareholders who shall have elected to redeem their SPAC Shares pursuant to the Governing Documents of SPAC or (z) if SPAC fails to complete a Business Combination within the allotted time period set forth in the Governing Documents of SPAC and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC (in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of SPAC) and then the SPAC 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 SPAC and the Trust Agreement. SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, with the Trust Agreement, and and, to SPAC’s knowledge, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of under the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountAgreement. As of the Original Agreement Datedate of this Agreement, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There there are no Actions Proceedings pending with respect to the Trust Account. Since March 9January 17, 20212023, Acquiror 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). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following Transactions contemplated by this Agreement, including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except (A) in respect of deferred underwriting commissions or Taxes or (B) to the extent such stockholder shall SPAC Shareholders who have elected to tender its shares of Acquiror Class A Common Stock for redemption redeem their SPAC Shares pursuant to the Acquiror Stockholder RedemptionGoverning Documents of SPAC, each in accordance with the terms of and as set forth in the Trust Agreement, SPAC shall have no further obligation under either the Trust Agreement or the Governing Documents of 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 Original Agreement Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust date of this Agreement, dated as of March 9, 2021, by and between Acquiror and ALPA has an amount in cash in the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)Account equal to approximately $154,449,120.64. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities “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 of 1940, as amended. Acquiror has performed all material which invest only in direct U.S. government treasury obligations required and (b) held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the that certain Investment Management Trust Agreement, dated July 26, 2021, between ALPA and no event has occurred whichContinental Stock Transfer & Trust Company, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The as trustee (the “Trustee”) (the “Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedAgreement”). There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the ALPA SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to ALPA’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than stockholders (i) in respect of Acquiror holding Acquiror Common Stock sold under deferred underwriting commissions or Taxes, (ii) the IPO Prospectus may elect Pre-Closing ALPA Stockholders who shall have elected to redeem their shares of Acquiror Class A Common Stock pursuant to the Acquiror Organizational Governing Documents of ALPA or (iii) if ALPA fails to complete a business combination within the allotted time period set forth in the Governing Documents of ALPA and liquidates the underwriters of Acquiror’s initial public offering with respect Trust Account, subject to deferred underwriting commissions) to any portion the terms of the proceeds Trust Agreement, ALPA (in limited amounts to permit ALPA to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of ALPA) and then the Pre-Closing ALPA Stockholders). Prior to the Closing, none of the funds held in the Trust AccountAccount are permitted to be released, except in the circumstances described in the Governing Documents of ALPA and the Trust Agreement. ALPA 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 ALPA, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the Original Agreement Datedate of this Agreement, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There there are no Actions claims or proceedings pending with respect to the Trust Account. Since March 9, 2021, Acquiror XXXX 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). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following transactions contemplated hereby, including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except (A) in respect of deferred underwriting commissions or Taxes or (B) to the extent such stockholder shall Pre-Closing ALPA Stockholders who have elected to tender its shares of Acquiror redeem their Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionGoverning Documents of ALPA, each in accordance with the terms of and as set forth in the Trust Agreement, ALPA shall have no further obligation under either the Trust Agreement or the Governing Documents of ALPA 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 Original Agreement Effective Date, there is the Buyer has at least three hundred seventeen million five hundred five hundred forty-eight thousand nine hundred eighty-one dollars ($333,500,000 held in a trust account 317,548,981) (the “Trust Amount”) in the Trust Account”), maintained with such funds 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, and held in trust by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement. The Trust Agreement is in full force and effect and is a legal, dated as valid and binding obligation of March 9the Buyer, 2021and, to the Knowledge of the Buyer, the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the Buyer or the Trustee, and between Acquiror and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the Buyer. The Buyer is not party to or bound by any side letters with respect to the Trust Agreement or (except for the Trust Agreement) any Contracts, arrangements or understandings, whether written or oral, with the Trustee on file with or any other Person that would (i) cause the SEC Reports of Acquiror as description of the Original Trust Agreement Date in the Buyer SEC Documents to be inaccurate in any material respect or (ii) explicitly by their terms, entitle any Person (other than (A) the “Buyer Stockholders who shall have exercised their rights to participate in the Buyer Share Redemptions, (B) the underwriters of the Buyer’s initial public offering, who are entitled to the deferred discount (as such is described in the Trust Agreement”)) and (C) the Buyer with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to one hundred thousand dollars ($100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust AgreementAgreement or the Governing Documents of the Buyer. There are no Proceedings (or to the Knowledge of the Buyer, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079investigations) on March 11, 2021 (the “IPO Prospectus”). 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, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror andpending or, to the Knowledge of Acquirorthe Buyer, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending threatened with respect to the Trust Account. Since March 9, 2021, Acquiror The Buyer has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror the Buyer to dissolve or liquidate pursuant to the Acquiror Organizational Governing Documents of the Buyer shall terminate, and, as of the Closing, Acquiror the Buyer shall have no obligation whatsoever pursuant to the Acquiror Organizational Governing Documents of the Buyer to dissolve and liquidate the assets of Acquiror the Buyer by reason of the consummation of the Transactionstransactions contemplated hereby. Following the Closing, no stockholder of Acquiror the Buyer shall be entitled to receive any amount from the Trust Account except to other than any stockholder of the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Buyer who properly effectuates a Buyer Share Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is AJAX has an amount in cash in the Trust Account equal to at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)804,990,900. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities “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 of 1940, as amended. Acquiror has performed all material which invest only in direct U.S. government treasury obligations required to be performed by it to date underand (b) held in trust pursuant to, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection accordance with, the that certain Investment Management Trust Agreement, dated October 27, 2020 (the “Trust Agreement”), between AJAX and no event has occurred whichContinental Stock Transfer & Trust Company, with due notice or lapse of time or both, would constitute such a default or breach thereunderas trustee (the “Trustee”). The Trust Agreement has not been amended or modified and is valid in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminatedexcept as limited by applicable bankruptcy, repudiatedinsolvency, rescindedreorganization, amended or supplemented or modifiedmoratorium and other Laws of general application affecting enforcement of creditors’ rights generally, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedby general equitable principles. There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the AJAX SEC Reports filed or furnished by Acquiror the Additional AJAX SEC Reports to be inaccurate or in any material respect or, to AJAX’s knowledge, that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing AJAX Shareholders who shall have elected to redeem their AJAX Class A Shares pursuant to the Governing Documents of AJAX or (iii) if AJAX fails to complete a business combination within the allotted time period set forth in the Governing Documents of AJAX and liquidates the Trust Account, subject to the terms of the Trust Agreement, AJAX (in limited amounts to permit AJAX to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of AJAX) and then the Pre-Closing AJAX 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 AJAX and the Trust Agreement. As of the date of this Agreement, AJAX has performed all material obligations required to be performed by it to date, and is not in material default, under the Trust Agreement, and, to AJAX’s knowledge, no event has occurred which (with due notice or lapse of time or both) would constitute a material default under the Trust Agreement. As of the date of this Agreement, there are no Proceedings pending with respect to the Trust Account. Since October 30, 2020, AJAX 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 AJAX Shareholders who have elected to redeem their AJAX Class A Shares pursuant to the Governing Documents of AJAX, each in accordance with the terms of and as set forth in the Trust Agreement), AJAX shall have no further obligation under either the Trust Agreement or the Governing Documents of AJAX to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror other than in respect of AJAX Shareholder Redemptions, AJAX has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Listco on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 350,000,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), such monies invested in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct United States government treasury obligations pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 2021, and filed with the SEC (File No No. 333-253079253274 and 333-254065) on March 11, 2021 (the “IPO Prospectus”). 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, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company Parties contained herein and the compliance by the Company Parties with their obligations hereunder, no Acquiror Party has no any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account (after giving effect to the Acquiror Stockholder Redemption) will not be available to Acquiror on the Closing Date. There are no Actions pending pending, or to the knowledge of Acquiror, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the ClosingEffective Time, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the ClosingEffective Time, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust date of this Agreement, dated as of March 9, 2021, by and between Acquiror and ALPA has an amount in cash in the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)Account equal to approximately $[154,449,120.64]. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities “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 of 1940, as amended. Acquiror has performed all material which invest only in direct U.S. government treasury obligations required and (b) held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the that certain Investment Management Trust Agreement, dated July 26, 2021, between ALPA and no event has occurred whichContinental Stock Transfer & Trust Company, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The as trustee (the “Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedAgreement”). There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC ALPA Commission Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to ALPA’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than stockholders (i) in respect of Acquiror holding Acquiror Common Stock sold under deferred underwriting commissions or Taxes, (ii) the IPO Prospectus may elect Pre-Closing ALPA Stockholders who shall have elected to redeem their shares of Acquiror Class A Common Stock pursuant to the Acquiror Organizational Governing Documents of ALPA or (iii) if ALPA fails to complete a business combination within the allotted time period set forth in the Governing Documents of ALPA and liquidates the underwriters of Acquiror’s initial public offering with respect Trust Account, subject to deferred underwriting commissions) to any portion the terms of the proceeds Trust Agreement, ALPA (in limited amounts to permit ALPA to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of ALPA) and then the Pre-Closing ALPA Stockholders). Prior to the Closing, none of the funds held in the Trust AccountAccount are permitted to be released, except in the circumstances described in the Governing Documents of ALPA and the Trust Agreement. ALPA 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 ALPA, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the Original Agreement Datedate of this Agreement, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There there are no Actions claims or proceedings pending with respect to the Trust Account. Since March 9, 2021, Acquiror XXXX 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). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following transactions contemplated hereby, including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except (A) in respect of deferred underwriting commissions or Taxes or (B) to the extent such stockholder shall Pre-Closing ALPA Stockholders who have elected to tender its shares of Acquiror redeem their Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionGoverning Documents of ALPA, each in accordance with the terms of and as set forth in the Trust Agreement, ALPA shall have no further obligation under either the Trust Agreement or the Governing Documents of ALPA 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 Original Agreement DateDecember 28, 2022, there is at least was approximately $333,500,000 1.6 million held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror the Purchaser’s Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government U.S. government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAct. Acquiror The Purchaser has performed all material obligations required to be performed by it to date underdate, and is not in material defaultdefault or breach, breach or delinquent in performance or any other respect (claimed or actual) in connection with, under the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror the Purchaser and, to the Knowledge of Acquirorthe Purchaser, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Except to the extent necessary in connection with any Extensions, the Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror the Purchaser to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect Public Stockholders who shall have elected to redeem their shares of Acquiror Purchaser Class A Common Stock pursuant to the Acquiror Purchaser’s Organizational Documents and the underwriters of Acquiror’s initial public offering the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountAccount prior to the closing of a Business Combination. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe The Purchaser does not have Knowledge that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror the Purchaser on the Closing Date. There are no Actions pending or to the Knowledge of the Purchaser Parties, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror The Purchaser has not released any money from the Trust Account (other than as permitted by to pay Taxes from any interest income earned in the Trust Agreement)Account in accordance with the Trust Agreement and for prior redemptions of Purchaser Class A Common Stock by Public Stockholders in connection with prior amendments to the Purchaser’s Organizational Documents to extend its deadline to consummate a Business Combination. As of the ClosingEffective Time, the obligations of Acquiror the Purchaser to dissolve or liquidate pursuant to the Acquiror Purchaser’s Organizational Documents shall terminate, and, as of terminate and the Closing, Acquiror Purchaser shall have no obligation whatsoever pursuant to the Acquiror Purchaser’s Organizational Documents to dissolve and liquidate the assets of Acquiror the Purchaser by reason of the consummation of the Transactionstransactions contemplated herein. Following the ClosingEffective Time, no stockholder shareholders of Acquiror the Purchaser is or shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shareholders shall have elected to tender its shares of Acquiror Purchaser Class A Common Stock for redemption pursuant to any Redemption in compliance with the Acquiror Stockholder RedemptionPurchaser’s Organizational Documents.