Common use of Trust Account Clause in Contracts

Trust Account. As of the Execution Date, the SPAC has at least $41,600,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPAC. 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the SPAC SEC Documents to be inaccurate in any material respect or (b) entitle any Person (other than (i) the SPAC Stockholders who shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Date, Buyer has (and, assuming no holders of Buyer Class A Common Stock exercise the SPAC has Buyer Stockholder Redemption right, will have immediately prior to the Closing) at least $41,600,000 (the “Trust Amount”) 995 million in the Trust Account, with such funds invested in United States government securities, in Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is is, to the Knowledge of Buyer, in full force and effect and is Enforceable against a legal, valid and binding obligation of Buyer and the SPACTrustee, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented supplemented, or modified, in any respect by the SPAC or the Trusteerespect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no side letters with respect to the Trust Agreement or and (except for the Trust Agreement) any Contractsthere are no agreements, contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC SEC Documents to be inaccurate in any material respect or (bii) entitle any Person (other than (i) the SPAC Stockholders holders of Buyer Class A Common Stock who shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expensesBuyer Stockholder Redemption Right) 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 (A) to pay income and franchise taxes from any interest income earned in the Trust Account and (B) to redeem shares of Buyer Class A Common Stock pursuant to the Buyer Stockholder Redemption Right. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) pending or, to the Knowledge knowledge of the SPACBuyer, threatened with respect to the Trust Account.

Trust Account. As of the Execution Date, the SPAC Buyer has at least $41,600,000 237,000,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPACBuyer. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC Buyer or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACBuyer. The SPAC Buyer 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the SPAC RAC SEC Documents to be inaccurate in any material respect or (b) entitle any Person (other than (i) the SPAC RAC Stockholders who shall have exercised their respective rights to participate in the SPAC RAC Share Redemption, (ii) the underwriters of the SPACBuyer’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPACBuyer, with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expenses) ), to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPACBuyer, investigations) pending or, to the Knowledge of the SPACBuyer, threatened with respect to the Trust Account.

Trust Account. As of the Execution DateJuly 12, the 2023, SPAC has at least approximately $41,600,000 (the “Trust Amount”) 16,627,184.76 in the Trust Account, with such funds invested in United States government securities, in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the a legal, valid and binding obligation of SPAC, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by SPAC, except in connection with the SPACextension of the date by which SPAC must consummate an initial business combination. 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the SPAC SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC Stockholders Shareholders who shall have exercised their respective rights to participate in the SPAC Share RedemptionRedemptions, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, SPAC 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 ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPAC, investigations) pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Datedate of this Agreement, the SPAC ITAC has at least $41,600,000 75,750,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, in Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against a legal, valid and binding obligation of ITAC and the SPACTrustee, enforceable in accordance with its terms subject to the Enforceability Exceptions. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trusteerespect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no side letters with respect to the Trust Agreement or (except for the Trust Agreement) any and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC SEC Documents Reports to be inaccurate in any material respect or (bii) entitle any Person (other than (i) holders of Class A Ordinary Shares who from and after the SPAC Stockholders who date hereof shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expensesredemption rights) 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 (A) to pay any Tax obligation, including franchise Tax, owed by ITAC as a result of assets of ITAC or interest or other income earned on the Trust Account and up to $50,000 to pay dissolution expenses, and (B) to redeem Class A Ordinary Shares pursuant to the redemption rights. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) Actions pending or, to the Knowledge of the SPACITAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Effective Date, the SPAC Buyer has at least two hundred thirty million dollars ($41,600,000 230,000,000) (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure SchedulesBuyer, the enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC Buyer or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACBuyer. The SPAC Buyer 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the SPAC Buyer SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC Buyer Stockholders who shall have exercised their respective rights to participate in the SPAC Buyer Share RedemptionRedemptions, (ii) the underwriters of the SPACBuyer’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, 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 ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPACBuyer, investigations) pending or, to the Knowledge of the SPACBuyer, threatened with respect to the Trust Account.

Trust Account. As of the Execution Date, the SPAC Buyer has at least $41,600,000 345,000,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPACBuyer. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC Buyer or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACBuyer. The SPAC Buyer 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the SPAC XXXX SEC Documents to be inaccurate in any material respect or (b) entitle any Person (other than (i) the SPAC XXXX Stockholders who shall have exercised their respective rights to participate in the SPAC XXXX Share Redemption, (ii) the underwriters of the SPACBuyer’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPACBuyer, with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expenses) ), to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPACBuyer, investigations) pending or, to the Knowledge of the SPACBuyer, threatened with respect to the Trust Account.

Trust Account. As of the Execution Effective Date, the SPAC Buyer has at least four hundred fifty one million dollars ($41,600,000 451,000,000) (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure SchedulesBuyer, the enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC Buyer or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACBuyer. The SPAC Buyer 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC Buyer SEC Documents to be inaccurate in any material respect or (bii) explicitly by their terms, entitle any Person (other than (ix) the SPAC Stockholders Buyer Shareholders who shall have exercised their respective rights to participate in the SPAC Buyer Share RedemptionRedemptions, (iiy) the underwriters of the SPACBuyer’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iiiz) the SPAC, Buyer with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPACBuyer, investigations) pending or, to the Knowledge of the SPACBuyer, threatened with respect to the Trust Account.

Trust Account. As of the Execution Datedate of this Agreement, the SPAC VSAC has at least $41,600,000 102,718,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, in Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against a legal, valid and binding obligation of VSAC and the SPACTrustee, enforceable in accordance with its terms subject to the Enforceability Exceptions. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trusteerespect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no side letters with respect to the Trust Agreement or (except for the Trust Agreement) any and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC SEC Documents Reports to be inaccurate in any material respect or (bii) entitle any Person (other than (i) holders of Class A Ordinary Shares who from and after the SPAC Stockholders who date hereof shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expensesredemption rights) 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 (A) to pay any Tax obligation, including franchise Tax, owed by VSAC as a result of assets of VSAC or interest or other income earned on the Trust Account and up to $50,000 to pay dissolution expenses, and (B) to redeem Class A Ordinary Shares pursuant to the redemption rights. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) Actions pending or, to the Knowledge of the SPACVSAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Effective Date, the SPAC dMY has at least two hundred and seventy-six million dollars ($41,600,000 276,000,000) (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPACa legal, valid and binding obligation of dMY, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC dMY or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACdMY. The SPAC dMY 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the SPAC dMY SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC dMY Stockholders who shall have exercised their respective rights to participate in the SPAC dMY Share RedemptionRedemptions, (ii) the underwriters of the SPACdMY’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, dMY 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 ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPACdMY, investigations) pending or, to the Knowledge of the SPACdMY, threatened with respect to the Trust Account.

Trust Account. As of the Execution Effective Date, the SPAC MDH has at least $41,600,000 276,000,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPACa legal, valid and binding obligation of MDH, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, restated, supplemented or modified, in any respect by the SPAC MDH or the Trustee, and no such termination, repudiation, rescission, amendment, restatement, supplement or modification is contemplated by the SPACMDH. The SPAC MDH 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the SPAC MDH SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC MDH Stockholders who shall have exercised their respective rights to participate in the SPAC Share MDH Stock Redemption, (ii) the underwriters of the SPACMDH’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, MDH with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPACMDH, investigations) pending or, to the Knowledge of the SPACMDH, threatened with respect to the Trust Account.

Trust Account. As of the Execution Effective Date, the SPAC Investor has at least one hundred fifteen million dollars ($41,600,000 115,000,000) (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure SchedulesInvestor, the enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC Investor or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACInvestor. The SPAC Investor 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the SPAC Investor SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC Stockholders Investor Shareholders who shall have exercised their respective rights to participate in the SPAC Investor Share RedemptionRedemptions, (ii) the underwriters of the SPACInvestor’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, Investor 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 ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPACInvestor, investigations) pending or, to the Knowledge of the SPACInvestor, threatened with respect to the Trust Account.

Trust Account. As of the Execution Datedate of this Agreement, the SPAC Vistas has at least $41,600,000 (the “Trust Amount”) 100,000,000 in the Trust Account, with such funds invested in United States government securities, in money market funds securities meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against a legal, valid and binding obligation of Vistas and the SPACTrustee, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trusteerespect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no side letters with respect to the Trust Agreement or and (except for the Trust Agreement) any no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC Vistas SEC Documents to be inaccurate in any material respect or (bii) entitle any Person (other than (ix) the SPAC Stockholders holders of shares of Vistas Class A Common Stock who shall have exercised their respective rights to participate in the SPAC Share a Vistas Shares Redemption, (iiy) the underwriters of the SPAC’s initial public offeringVistas’ IPO, who which are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement), and (iiiz) the SPAC, Vistas with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expensesobligations) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) pending or, to the Knowledge of the SPACVistas, threatened with respect to the Trust Account.

Trust Account. As of the Execution Date, Buyer has (and will have immediately prior to the SPAC has Closing, not taking into account any amounts to be paid to holders of Buyer Class A Common Stock that timely exercise and do not waive their Buyer Stockholder Redemption Right in respect of any of the Transactions) at least $41,600,000 276,727,570 plus accrued interest through June 3, 2018 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, in Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against a legal, valid and binding obligation of Buyer and the SPACTrustee, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trusteerespect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no side letters with respect to the Trust Agreement or and (except for the Trust Agreement) any Contractsthere are no agreements, contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC Buyer SEC Documents to be inaccurate in any material respect or (bii) entitle any Person (other than (i) the SPAC Stockholders holders of Buyer Class A Common Stock who shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expensesBuyer Stockholder Redemption Right) 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 (A) to pay income and franchise taxes from any interest income earned in the Trust Account and (B) to redeem shares of Buyer Class A Common Stock pursuant to the Buyer Stockholder Redemption Right. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) pending or, to the Knowledge knowledge of the SPACBuyer, threatened with respect to the Trust Account.

Trust Account. As of the Execution Effective Date, the SPAC has at least approximately $41,600,000 (the “Trust Amount”) 15,545,611.14 in the Trust Account, with such funds invested in United States government securities, in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the a legal, valid and binding obligation of SPAC, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by SPAC, except in connection with the SPACextension of the date by which the SPAC must consummate an initial business combination. 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the SPAC SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC Stockholders Shareholders who shall have exercised their respective rights to participate in the SPAC Share RedemptionRedemptions, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, SPAC 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 ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPAC, investigations) pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution DateDecember 17, the 2021, SPAC has at least $41,600,000 (the “Trust Amount”) an amount of assets in the Trust Account, with such Account at least equal to $169,208,418. The funds held in the Trust Account are invested in United States U.S. government securities, in securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against a legal, valid and binding obligation of SPAC and the SPACTrustee, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trusteerespect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no separate Contracts, side letters with respect to the Trust Agreement or (except for the Trust Agreement) any Contracts, other arrangements or understandings, understandings (whether written or oralunwritten, with the Trustee express or any other Person implied) that would (a) cause the description of the Trust Agreement in the SPAC SEC Documents Reports to be inaccurate in any material respect or (b) or, to the Knowledge of SPAC, that would entitle any Person (other than (i) the SPAC Stockholders who shall have exercised their respective rights to participate in the SPAC Share Redemptionrespect of deferred underwriting commissions or Taxes, (ii) the underwriters holders of SPAC Securities prior to the SPAC’s initial public offering, Merger Effective Time who are entitled shall have elected to a deferred underwriting discount and redeem their SPAC Class A Shares pursuant to SPAC Organizational Documents or (iii) if SPAC fails to complete a Business Combination within the SPAC, with respect to income earned on the proceeds in allotted time period and liquidates the Trust Account Account, subject to cover any the terms of its Tax obligations and up the Trust Agreement, SPAC in limited amounts to $100,000 of interest on such proceeds permit SPAC to pay dissolution expensesthe expenses of the Trust Account’s liquidation and dissolution, and then SPAC’s Public Shareholders) to any portion of the proceeds funds in the Trust Account. There 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 Class A Shares pursuant to SPAC Organizational Documents. As of the date of this Agreement, there are no Proceedings (or, to the Knowledge of the SPAC, investigations) Actions pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Datedate of this Agreement, the SPAC Purchaser has at least $41,600,000 300,000,000 plus accrued interest through December 19, 2019 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, in Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure SchedulesPurchaser and the Trustee, the enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trusteerespect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no side letters with respect to the Trust Agreement or (except for the Trust Agreement) any and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC Purchaser SEC Documents to be inaccurate in any material respect or (bii) entitle any Person (other than (i) holders of Class A Ordinary Shares who from and after the SPAC Stockholders who date hereof shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expensesPurchaser Shareholder Redemption Right) 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 (A) to pay income and franchise taxes from any interest income earned in the Trust Account and (B) to redeem Class A Ordinary Shares pursuant to the Purchaser Shareholder Redemption Right. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) Actions pending or, to the Knowledge of the SPACPurchaser, threatened with respect to the Trust Account.

Trust Account. As of the Execution Effective Date, the SPAC has at least $41,600,000 5,000,000 dollars (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the a legal, valid and binding obligation of SPAC, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPAC. 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the SPAC SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC Stockholders Shareholders who shall have exercised their respective rights to participate in the SPAC Share RedemptionRedemptions, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, SPAC 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 ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPAC, investigations) pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Datedate of this Agreement, the SPAC Purchaser has at least $41,600,000 241,500,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, in Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure SchedulesPurchaser and the Trustee, the enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trusteerespect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no side letters with respect to the Trust Agreement or (except for the Trust Agreement) any and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC Purchaser SEC Documents to be inaccurate in any material respect or (bii) entitle any Person (other than (i) holders of Class A Common Stock who from and after the SPAC Stockholders who date hereof shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expensesPurchaser Shareholder Redemption Right) 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 (A) to pay income and franchise taxes from any interest income earned in the Trust Account and (B) to redeem Class A Common Stock pursuant to the Purchaser Shareholder Redemption Right. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) Actions pending or, to the Knowledge of the SPACPurchaser, threatened with respect to the Trust Account.

Trust Account. As of the close of business on the day prior to the Execution Date, the SPAC has at least $41,600,000 6,850,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash cash, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect respect, by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPAC. The SPAC has sufficient funds in the Trust Account to comply with all of its obligations under the SPAC Governing Documents and the Trust Agreement. 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the SPAC SEC Documents to be inaccurate in any material respect respect, or (b) entitle any Person (other than (i) the SPAC Stockholders who shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, offering who are entitled to a deferred underwriting discount discount, and (iii) the SPAC, with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expenses) ), to any portion of the proceeds in the Trust Account. There are no Proceedings proceedings (or, to the Knowledge of the SPAC, investigations) pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the close of business on the day prior to the Execution Date, the SPAC has at least $41,600,000 least$6,850,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash cash, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect respect, by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPAC. The SPAC has sufficient funds in the Trust Account to comply with all of its obligations under the SPAC Governing Documents and the Trust Agreement. 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the SPAC SEC Documents to be inaccurate in any material respect respect, or (b) entitle any Person (other than (i) the SPAC Stockholders who shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, offering who are entitled to a deferred underwriting discount discount, and (iii) the SPAC, with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expenses) ), to any portion of the proceeds in the Trust Account. There are no Proceedings proceedings (or, to the Knowledge of the SPAC, investigations) pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Effective Date, the SPAC Buyer has at least one hundred fifteen million dollars ($41,600,000 115,000,000) (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure SchedulesBuyer, the enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC Buyer or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACBuyer. The SPAC Buyer 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the SPAC Buyer SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC Stockholders Buyer Shareholders who shall have exercised their respective rights to participate in the SPAC Buyer Share Redemption, Redemption and (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, 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 ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPACBuyer, investigations) pending or, to the Knowledge of the SPACBuyer, threatened with respect to the Trust Account.

Trust Account. As of the Execution Effective Date, the SPAC Buyer has at least four hundred fourteen million dollars ($41,600,000 414,000,000) (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure SchedulesBuyer, the enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC Buyer or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACBuyer. The SPAC Buyer 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the SPAC Buyer SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC Stockholders Buyer Shareholders who shall have exercised their respective rights to participate in the SPAC Buyer Share Redemption, (ii) the underwriters of the SPACBuyer’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPACBuyer, with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expenses) ), to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPACBuyer, investigations) pending or, to the Knowledge of the SPACBuyer, threatened with respect to the Trust Account.

Trust Account. As of the Execution Datedate of this Agreement, the SPAC dMY has at least three hundred million dollars ($41,600,000 300,000,000) (the “Trust Amount”) in the Trust Account (including, if applicable, an aggregate of approximately $10,500,000.00 of deferred underwriting commissions and other fees being held in the Trust Account), with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPACa legal, valid and binding obligation of dMY, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC dMY or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by dMY. dMY has complied in all material respects with the SPAC. The SPAC 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 or both, would constitute such a party to breach or bound default by any dMY or the Trustee. There are no 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 or any other Person that would (a) cause the description of the Trust Agreement in the SPAC dMY SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC dMY Stockholders who shall have exercised their respective rights to participate in the SPAC dMY Share RedemptionRedemptions pursuant to the dMY Governing Documents, (ii) the underwriters of the SPACdMY’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, dMY 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 ($100,000 100,000) 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 other than to pay Taxes and payments with respect to the dMY Share Redemption. There are no Proceedings (or, or to the Knowledge of the SPACdMY, investigations) pending or, to the Knowledge of the SPACdMY, threatened with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company herein and the compliance by the Company with its respective obligations hereunder, the conditions to the use of funds in the Trust Account will be satisfied and funds available in the Trust Account will be available to dMY at the Effective Time. As of the Effective Time, the obligations of dMY to dissolve or liquidate pursuant to the dMY Governing Documents shall terminate, and as of the Effective Time, dMY shall have no obligation whatsoever pursuant to the dMY Governing Documents to dissolve and liquidate the assets of dMY by reason of the consummation of the Transactions.

Trust Account. As of the Execution Datedate hereof, the SPAC has at least $41,600,000 (the “Trust Amount”) an amount of assets in the Trust Account, with such Account of not less than Two Hundred and Fifty-Three Million Dollars ($253,000,000). The funds held in the Trust Account are invested in United States U.S. government securities, in securities with a maturity of one hundred and eighty-five (185) days or less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against a valid and binding obligation of SPAC and the SPACTrustee, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trusteerespect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no separate Contracts, side letters with respect to the Trust Agreement or (except for the Trust Agreement) any Contracts, other arrangements or understandings, understandings (whether written or oralunwritten, with the Trustee express or any other Person implied) that would (a) cause the description of the Trust Agreement in the SPAC SEC Documents Reports to be inaccurate in any material respect or (b) or, to the Knowledge of SPAC, that would entitle any Person (other than (i) in respect of deferred underwriting commissions set forth in Section 4.21 of the SPAC Stockholders who shall have exercised their respective rights to participate in the SPAC Share RedemptionDisclosure Schedules or Taxes, (ii) the underwriters of SPAC’s stockholders prior to the Effective Time who shall have elected to redeem their SPAC Class A Common Stock pursuant to the SPAC’s initial public offeringGoverning Documents or in connection with an amendment thereof to extend SPAC’s deadline to consummate a Business Combination, who are entitled to a deferred underwriting discount and or (iii) if SPAC fails to complete a Business Combination within the SPAC, with respect to income earned on the proceeds in allotted time period and liquidates the Trust Account Account, subject to cover any the terms of its Tax obligations and up the Trust Agreement, in limited amounts to $100,000 of interest on such proceeds permit SPAC to pay dissolution expensesthe expenses of the Trust Account’s liquidation and dissolution, and then SPAC’s stockholders) to any portion of the proceeds funds in the Trust Account. There 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 Class A Common Stock pursuant to the SPAC’s Governing 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 Proceedings (or, to the Knowledge of the SPAC, investigations) Actions pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution DateJuly 25, the 2023, SPAC has at least $41,600,000 (the “Trust Amount”) an amount of assets in the Trust Account, with such Account equal to $24,971,759.58. The funds held in the Trust Account are invested in United States U.S. government securities, in securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against a legal, valid and binding obligation of SPAC and the SPACTrustee, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trusteerespect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no separate Contracts, side letters with respect to the Trust Agreement or (except for the Trust Agreement) any Contracts, other arrangements or understandings, understandings (whether written or oralunwritten, with the Trustee express or any other Person implied) that would (a) cause the description of the Trust Agreement in the SPAC SEC Documents Reports to be inaccurate in any material respect or (b) that would entitle any Person (other than (i) in respect of deferred underwriting commissions or certain Taxes permitted to be paid from the SPAC Stockholders who shall have exercised their respective rights to participate amounts available in the SPAC Share RedemptionTrust Account permitted to be paid from the amounts available in the Trust Account, (ii) the underwriters holders of SPAC Securities prior to the SPAC’s initial public offering, Merger Effective Time who are entitled shall have elected to a deferred underwriting discount and redeem their SPAC Class A Shares pursuant to SPAC Organizational Documents or (iii) if SPAC fails to complete a Business Combination within the SPAC, with respect to income earned on the proceeds in allotted time period and liquidates the Trust Account Account, subject to cover any the terms of its Tax obligations and up the Trust Agreement, SPAC in limited amounts to $100,000 of interest on such proceeds permit SPAC to pay dissolution expensesthe expenses of the Trust Account’s liquidation and dissolution, and then SPAC’s Public 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 Class A Shares pursuant to SPAC Organizational Documents. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) Actions pending or, to the Knowledge of the SPAC, threatened with respect to against the Trust Account.