Common use of Claims Against Trust Account Clause in Contracts

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCAC, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC the SPAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACthe SPAC, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC the SPAC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC the SPAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC the SPAC consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC the SPAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC the SPAC prevails in such action or proceeding.. 59

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC BLAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCAC, Merger Sub BLAC or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub BLAC held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC BLAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC BLAC consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC BLAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC BLAC prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC GigCapital2 on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACGigCapital2, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC GigCapital2 or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC GigCapital2 (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC GigCapital2 consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC GigCapital2 shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC GigCapital2 prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC SPAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACSPAC, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC SPAC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC SPAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC SPAC consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC SPAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC SPAC prevails in such action or proceeding.

Claims Against Trust Account. The Each of the Company, Holdco and the Merger Subs (collectively, the “Company Entities”) agrees that, notwithstanding any other provision contained in this Agreement, none of the Company does not Entities now have, and shall not at any time prior to the SPAC Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company Entities on the one hand, and BCAC SPAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 7.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, each of the Company Entities hereby irrevocably waives any Claim they may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit any of the Company Entities from pursuing a claim against BCAC, Merger Sub SPAC or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub SPAC held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC SPAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC SPAC consummates a business combination transaction with another party. In the event that any of the Company Entities commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC SPAC shall be entitled to recover from each of the Company Entities the associated reasonable legal fees and costs in connection with any such action, in the event BCAC SPAC prevails in such action or proceeding.

Claims Against Trust Account. The Each of Holdco, Merger Sub and the Company agrees that, notwithstanding any other provision contained in this Agreement, none of Holdco, Merger Sub or the Company does not now have, and shall not at any time prior to the Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between or among Holdco, Merger Sub, the Company on the one hand, and BCAC on the other handSPAC, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 7.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, each of Holdco, Merger Sub and the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit any of Holdco, Merger Sub or the Company from pursuing a claim against BCAC, Merger Sub SPAC or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub SPAC held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC SPAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC SPAC consummates a business combination transaction with another party. In the event that any of Holdco, Merger Sub or the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC SPAC shall be entitled to recover from the Company such party the associated reasonable legal fees and costs in connection with any such action, in the event BCAC SPAC prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees Company, Parent and Merger Sub agree that, notwithstanding any other provision contained in this Agreement, the Company does Company, Parent and Merger Sub do not now have, and shall not at any time prior to the Effective Time Closing have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between by or among the Company Company, Parent and Merger Sub or their respective Affiliates on the one hand, and BCAC SPAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 6.02 as the “Claims”). Notwithstanding any other provision contained in this Agreement, each of the Company Company, Parent and Merger Sub hereby irrevocably waives waive any Claim they it and its Affiliates may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company Company, Parent or Merger Sub from pursuing a claim against BCAC, Merger Sub SPAC or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub SPAC held outside of the Trust Account Fund or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC (SPAC or any of their respective successor entity) or Merger Sub entities in the event this Agreement is terminated for any reason and BCAC consummates SPAC consummates, directly or indirectly, a business combination transaction transaction, whether by way of a purchase of assets or securities or merger, consolidation or otherwise, with another party. In the event that the Company or any of its respective Affiliates commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC SPAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC SPAC prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees and PubCo agree that, notwithstanding any other provision contained in this Agreement, neither the Company nor PubCo does not now have, and shall not at any time prior to the Second Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company or PubCo on the one hand, and BCAC Kcompany on the other hand, this Agreement, any Ancillary Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement or any Ancillary Agreement, each of the Company and PubCo hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company or PubCo from pursuing a claim against BCAC, Merger Sub Kcompany or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub Kcompany held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Kcompany (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Kcompany consummates a business combination transaction with another party. In the event that the Company or PubCo commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Kcompany shall be entitled to recover from the Company and PubCo, jointly and severally, the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Kcompany prevails in such action or proceeding.

Claims Against Trust Account. The Company TFC understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, CBAC may disburse monies from the Trust Fund only: (a) to its public stockholders in the event of the redemption of their shares or the dissolution and liquidation of CBAC, (b) to CBAC (less CBAC’s deferred underwriting compensation only) after CBAC consummates a business combination (as described in the Prospectus) or (c) as consideration to the sellers of a target business with which CBAC completes a business combination. TFC agrees that, notwithstanding any other provision contained in this Agreement, the Company TFC does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company TFC on the one hand, and BCAC CBAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 7.6 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company TFC hereby irrevocably waives any Claim they it may have, now or in the future (in each case, however, prior to the consummation of a business combination), and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCAC, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC consummates a business combination transaction with another party. In the event that the Company TFC commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to CBAC, which proceeding seeks, in whole or in part, relief against or involving the Trust Fund or the public stockholders of CBAC, whether in violation the form of the foregoingmoney damages or injunctive relief, BCAC CBAC shall be entitled to recover from the Company TFC the associated reasonable legal fees and costs in connection with any such action, in the event BCAC CBAC prevails in such action or proceeding.

Claims Against Trust Account. The Company acknowledges and agrees that, notwithstanding any other provision contained Adaxx xxs established the Trust Account for the benefit of Adaxx’x public stockholders and that disbursements from the Trust Account are available only in this Agreementthe limited circumstances set forth in the Adara SEC Reports, Adara Organizational Documents, and the Trust Agreement and the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Adara on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACAdara, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC Adara or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Adara (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Adara consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Adara shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Adara prevails in such action or proceeding.. 57

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Kensington on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACKensington, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC Kensington or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Kensington (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Kensington consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Kensington shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Kensington prevails in such action or proceeding.

Claims Against Trust Account. The Holdings and the Company agrees agree that, notwithstanding any other provision contained in this Agreement, Holdings and the Company does do not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between Holdings and the Company on the one hand, and BCAC Pensare on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 7.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, Holdings and the Company hereby irrevocably waives waive any Claim they may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit Holdings or the Company from pursuing a claim against BCACPensare, Merger Sub or any other person (ai) for legal relief against monies or other assets of BCAC Pensare or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (bii) for damages for breach of this Agreement against BCAC Pensare (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Pensare consummates a business combination Business Combination transaction with another party. In the event that Holdings or the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Pensare shall be entitled to recover from Holdings and the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Pensare prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Spartan on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACSpartan, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC Spartan or Merger Sub held outside of the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with the Transactions (including a claim for Spartan to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemption Rights)) or for fraud or (b) for damages for breach of this Agreement against BCAC Spartan (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Spartan consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Spartan shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Spartan prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Novus on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACNovus, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC Novus or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Novus (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Novus consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Novus shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Novus prevails in such action or proceeding.

Claims Against Trust Account. The Each of Holdco, Merger Sub and the Company agrees that, notwithstanding any other provision contained in this Agreement, none of Holdco, Merger Sub or the Company does not now have, and shall not at any time prior to the Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between or among Holdco, Merger Sub, the Company on the one hand, and BCAC on the other handSPAC, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 7.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, each of Holdco, Merger Sub and the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; thereof provided, however, that the foregoing waiver will not limit or prohibit any of Holdco, Merger Sub or the Company from pursuing a claim against BCAC, Merger Sub SPAC or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub SPAC held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC SPAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC SPAC consummates a business combination transaction with another party. In the event that any of Holdco, Merger Sub or the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC SPAC shall be entitled to recover from Holdco, Merger Sub or the Company Company, as applicable the associated reasonable legal fees and costs in connection with any such action, in the event BCAC SPAC prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Second Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Ithax on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 5.03 as the “Claims”); provided, that the Claims will not include and this provision will not prohibit in any way, the Company’s right to pursue a claim against Ithax for legal relief against assets held outside the Trust Account (including any funds that have been released other than to Ithax’s shareholders and any assets that have been purchased or acquired with any such funds), for specific performance or other equitable relief. Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCAC, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of Notwithstanding the foregoing, BCAC and for the avoidance of doubt, the Company’s release of Trust Account funds shall be entitled interpreted to recover from include funds that have been released and/or returned to the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC prevails in such action or proceedingIthax shareholders.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust FundAccount, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC FRSG on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund Account for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCAC, Merger Sub FRSG or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub FRSG held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC FRSG (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC FRSG consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund Account in violation of the foregoing, BCAC FRSG shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC FRSG prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC VectoIQ on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACVectoIQ, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC VectoIQ or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC VectoIQ (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC VectoIQ consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC VectoIQ shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC VectoIQ prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Pensare on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit (i) the Company from pursuing a claim against BCAC, Merger Sub Pensare or any other person (a) the Pensare Stockholders pursuant to this Agreement for legal relief against monies or other assets of BCAC or Merger Sub Pensare held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or for fraud or (bii) the Company from bringing a claim for damages for breach of this Agreement against BCAC Pensare (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Pensare consummates a business combination Business Combination transaction with another party; provided, further, that the foregoing waiver will not apply to the Company’s redemption or liquidation rights with respect to any shares of Pensare Common Stock purchased by the Company in the open market after the date of this Agreement and prior to the Effective Time. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Pensare shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Pensare prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Kensington on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 7.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCAC, Merger Sub Kensington or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub Kensington held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Kensington (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Kensington consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Kensington shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Kensington prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Parent on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver and the first sentence of this Section 6.03 will not limit or prohibit the Company from pursuing a claim against BCACParent, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC Parent or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Parent (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Parent consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Parent shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Parent prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Novus on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACNovus, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC Novus or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Novus (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Novus consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Novus shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Novus prevails in such action or proceeding.. 61

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Live Oak on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims against the Trust Fund are collectively referred to in this Section 6.03 6.14 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they may have, now or in the future future, and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACLive Oak, Merger Sub or any other person Person (a) for legal relief against monies or other assets of BCAC Live Oak or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions Merger or (b) for damages for breach of this Agreement against BCAC Live Oak (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Live Oak consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding Proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Live Oak shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Live Oak prevails in such action or proceedingProceeding. For the avoidance of doubt, nothing contained herein shall restrict the ability of the Company or its Subsidiaries to seek monetary or other relief against funds not held in the Trust Account.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Pace on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 8.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereofof any Claim; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACPace, Merger Sub Subs or any other person (a) for legal relief against monies or other assets of BCAC Pace or Merger Sub held outside of the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with the Transactions (including a claim for Pace to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemption Rights)) or for fraud or (b) for damages for breach of this Agreement against BCAC Pace (or any successor entity) or Merger Sub Subs in the event this Agreement is terminated for any reason and BCAC Pace consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Pace shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Pace prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Acquisition Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC SPAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 ‎Section 6.04 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACSPAC, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC SPAC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemption Rights)) or (b) for damages for breach of this Agreement against BCAC SPAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC SPAC consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC SPAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC SPAC prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Acquisition Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC SPAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACSPAC, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC SPAC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemption Rights)) or (b) for damages for breach of this Agreement against BCAC SPAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC SPAC consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC SPAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC SPAC prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Kensington on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 7.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCAC, Merger Sub Kensington or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub Kensington held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Kensington (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Kensington consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Kensington shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Kensington prevails in such action or proceeding. Table of Contents ARTICLE VIII.

Claims Against Trust Account. The Seller and the Company agrees agree that, notwithstanding any other provision contained in this Agreement, neither Seller nor the Company does not now havehas, and neither Seller nor the Company shall not at any time prior to the Effective Time Closing have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between Seller or the Company Company, on the one hand, and BCAC Future Health on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, Seller and the Company hereby irrevocably waives waive any Claim they may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit Seller or the Company from pursuing a claim against BCAC, Merger Sub Future Health or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub Future Health held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Future Health (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Future Health consummates a business combination transaction with another party. In the event that Seller or the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Future Health shall be entitled to recover from either Seller or the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Future Health prevails in such action or proceeding.. 58

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to consummation of the Effective Time Rana Agreement have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Acquiror on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACAcquiror, Merger Sub its subsidiaries or any other person (a) for legal relief against monies or other assets of BCAC Acquiror or Merger Sub its subsidiaries held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Acquiror (or any successor entity) or Merger Sub its subsidiaries in the event this Agreement is terminated for any reason and BCAC Acquiror consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Acquiror shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Acquiror prevails in such action or proceeding.

Claims Against Trust Account. The Company, the Blocker, Blocker Member and each of their respective Representatives (collectively, the “Company agrees Parties”) agree that, notwithstanding any other provision contained in this Agreement, the Company does Parties do not now have, and shall not at any time prior to the Second Company Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between any of the Company Parties on the one hand, and BCAC Parent on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 8.04 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company Parties hereby irrevocably waives waive any Claim they may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company Parties from pursuing a claim against BCAC, Parent or the Merger Sub Entities or any other person (a) for legal relief against monies or other assets of BCAC Parent or the Merger Sub Entities held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Parent (or any successor entity) ), or the Merger Sub Entities in the event this Agreement is terminated for any reason and BCAC Parent consummates a business combination transaction with another party. In the event that the any Company Party commences any action or proceeding Action against or involving the Trust Fund in violation of the foregoing, BCAC Parent shall be entitled to recover from the such Company Party the associated reasonable legal fees and costs in connection with any such actionAction, in the event BCAC Parent prevails in such action or proceedingAction. ARTICLE IX.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC SPAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACSPAC, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC SPAC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemption Rights)) or (b) for damages for breach of this Agreement against BCAC SPAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC SPAC consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC SPAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC SPAC prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time Closing have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Acquiror on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACAcquiror, Merger Sub its subsidiaries or any other person (a) for legal relief against monies or other assets of BCAC Acquiror or Merger Sub its subsidiaries held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Acquiror (or any successor entity) or Merger Sub its subsidiaries in the event this Agreement is terminated for any reason and BCAC Acquiror consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Acquiror shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Acquiror prevails in such action or proceeding.

Claims Against Trust Account. The Company and each of the Shareholders agrees that, notwithstanding any other provision contained in this Agreement, the Company such person does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company such person on the one hand, and BCAC LOKB on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 8.14 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company and each of the Shareholders hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company such person from pursuing a claim Claim against BCAC, Merger Sub LOKB or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub LOKB held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions transactions contemplated hereby or (b) for damages for breach of this Agreement against BCAC LOKB (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC LOKB consummates a business combination transaction with another party. In the event that the Company or any Shareholder commences any action or proceeding Action against or involving the Trust Fund in violation of the foregoing, BCAC LOKB shall be entitled to recover from the Company such person the associated reasonable legal fees and costs in connection with any such actionAction, in the event BCAC LOKB prevails in such action or proceedingAction.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC SPAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 7.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACSPAC, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC SPAC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC SPAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC SPAC consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC SPAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC SPAC prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Acquiror on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACAcquiror, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC Acquiror or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Acquiror (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Acquiror consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Acquiror shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Acquiror prevails in such action or proceeding.

Claims Against Trust Account. The Company Seller agrees that, notwithstanding any other provision contained in this Agreement, the Company Seller does not now have, and shall not at any time prior to the Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company Seller on the one hand, and BCAC Sxxxxxxx on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 6 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company Seller hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company Seller from pursuing a claim against BCAC, Merger Sub Sagaliam or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub Sagaliam held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Sagaliam (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Sagaliam consummates a business combination transaction with another party. In the event that the Company Seller commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Sxxxxxxx shall be entitled to recover from the Company Seller the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Sagaliam prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Switchback on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACSwitchback, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC Switchback or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Switchback (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Switchback consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Switchback shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Switchback prevails in such action or proceeding.

Claims Against Trust Account. The Company Each of JC and New JC LLC agrees that, notwithstanding any other provision contained in this Agreement, the Company each of JC and New JC LLC does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company JC or New JC LLC on the one hand, and BCAC Parent on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company each of JC and New JC LLC hereby irrevocably waives any Claim they may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, provided that the foregoing waiver will not limit or prohibit the Company JC or New JC LLC from pursuing a claim against BCACParent, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC Parent or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Parent (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Parent consummates a business combination transaction with another party. In the event that the Company JC or New JC LLC commences any action or proceeding Action against or involving the Trust Fund in violation of the foregoing, BCAC Parent shall be entitled to recover from the Company JC or New JC LLC, as applicable, the associated reasonable legal fees and costs in connection with any such actionAction, in the event BCAC Parent prevails in such action or proceedingAction. 66 ARTICLE VII.

Claims Against Trust Account. The Company acknowledges and agrees that, notwithstanding any other provision contained Adara has established the Trust Account for the benefit of Adara’s public stockholders and that disbursements from the Trust Account are available only in this Agreementthe limited circumstances set forth in the Adara SEC Reports, Adara Organizational Documents, and the Trust Agreement and the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Adara on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACAdara, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC Adara or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Adara (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Adara consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Adara shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Adara prevails in such action or proceeding.. 57

Claims Against Trust Account. The Each of Parent, Holdco, Merger Sub and the Company agrees that, notwithstanding any other provision contained in this Agreement, none of Parent, Holdco, Merger Sub or the Company does not now havehas, and shall not at any time prior to the Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between or among Parent, Holdco, Merger Sub, the Company on the one hand, and BCAC on the other handSPAC, this Agreement, Agreement or any other Transaction Document or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims against the Trust Fund are collectively referred to in this Section 6.03 7.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, each of Parent, Holdco, Merger Sub and the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; thereof provided, however, that the foregoing waiver will not limit or prohibit any of Parent, Holdco, Merger Sub or the Company from pursuing a claim against BCAC, Merger Sub SPAC or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub SPAC held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC consummates a business combination transaction with another partyTransactions. In the event that any of Parent, Holdco, Merger Sub or the Company commences any action or proceeding Claims against or involving the Trust Fund in violation of the foregoing, BCAC SPAC shall be entitled to recover from Parent, Holdco, Merger Sub or the Company Company, as applicable, the associated reasonable legal fees and costs in connection with any such action, in the event BCAC SPAC prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Sagaliam on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 6 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCAC, Merger Sub Sagaliam or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub Sagaliam held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Sagaliam (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Sagaliam consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Sxxxxxxx shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Sagaliam prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Acquiror on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACAcquiror, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC Acquiror or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Acquiror (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Acquiror consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding Action against or involving the Trust Fund in violation of the foregoing, BCAC Acquiror shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Acquiror prevails in such action or proceedingAction.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC InterPrivate on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACInterPrivate, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC InterPrivate or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC InterPrivate (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC InterPrivate consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC InterPrivate shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC InterPrivate prevails in such action or proceeding.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC Spartan on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCACSpartan, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC Spartan or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC Spartan (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC Spartan consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC Spartan shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC Spartan prevails in such action or proceeding.