Common use of Claims Against Trust Account Clause in Contracts

Claims Against Trust Account. Reference is made to the final prospectus of Parent, dated as of November 23, 2020 and filed with the SEC (Registration No. 333-249677) on November 24, 2020 (the “Prospectus”). The Company hereby represents and warrants that it understands that Parent has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Parent’s public stockholders (including overallotment shares acquired by Parent’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent Common Stock in connection with the consummation of Parent’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by amendment to Parent’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expenses, or (d) to Parent after or concurrently with the consummation of a Business Combination. For and in consideration of Parent entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Parent or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, 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 hereafter as the “Released Claims”). The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Parent or its Affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent and its Affiliates to induce Parent to enter into this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable Law. To the extent the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates (or any Person claiming on any of their behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of Parent, whether in the form of money damages or injunctive relief, and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such action. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Claims Against Trust Account. Reference is made to the final prospectus of Parent, dated as of November 23, 2020 and filed with the SEC (Registration No. 333-249677) on November 24, 2020 (the “Prospectus”). The Company hereby represents and warrants that it understands that Parent has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Parent’s public stockholders (including overallotment shares acquired by Parent’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent Common Stock in connection with the consummation of Parent’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by amendment to Parent’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expenses, or (d) to Parent after or concurrently with the consummation of a Business Combination. For and in consideration of Parent entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates Merger Sub agree that, notwithstanding anything to the contrary any other provision contained in this Agreement, neither the Company and Merger Sub do not now, nor any of its Affiliates do now or shall at any time hereafter hereafter, have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefromAccount, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result ofAccount, in connection with or relating in any way to, to this Agreement or any proposed or actual business relationship between Parent or its Representativesthe Transactions, on the one hand, and the Company or its Representatives, on the other hand, 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 hereafter in this Section 6.3 as the “Released Claims”); provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub from pursuing a claim against SPAC or any other person for legal relief against monies or other assets of SPAC 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 of the SPAC’s public stockholders) (the “Retained Claims”). The Company on behalf of itself and its Affiliates Merger Sub hereby irrevocably waives waive any Released Claims that the Company or any of its Affiliates it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts of this Agreement or agreements with Parent or its Representatives the Transactions and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or Released Claims; provided, however, that the Company and Merger Sub do not waive any other agreement with Parent or its Affiliates)Retained Claims. The Company agrees and acknowledges Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent SPAC and its Affiliates respective affiliates to induce Parent SPAC to enter into this Agreement, and the Company and Merger Sub further intends intend and understands understand such waiver to be valid, binding and enforceable against the Company and each of its Affiliates it under applicable Lawlaw. To In the extent event that any of the Company or any of its Affiliates Merger Sub commences any action or proceeding based upon, against or involving the Trust Fund in connection with, relating to or arising out violation of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent or its Representativesthe foregoing, the Company hereby acknowledges and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company prevailing party or its Affiliates (or any Person claiming on any of their behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of Parent, whether in the form of money damages or injunctive relief, and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, parties shall be entitled to recover from the Company and its Affiliates non-prevailing party or parties the associated reasonable legal fees and costs in connection with any such action. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Claims Against Trust Account. Reference is made to the final prospectus of ParentNMMC, dated as of November 23September 18, 2020 and filed with the SEC (Registration No. 333-249677246328) on November 24September 15, 2020 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that Parent NMMC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of ParentNMMC’s public stockholders (including overallotment shares acquired by ParentNMMC’s underwriters, underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent NMMC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent Class A Common Stock pursuant to the Offer in connection with the consummation of ParentNMMC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent NMMC fails to consummate a Business Combination within 12 twenty-four (24) months after the closing of the IPO, subject to extension by amendment to Parent’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expensesTaxes, or (d) to Parent NMMC after or concurrently with the consummation of a Business Combination. For and in consideration of Parent NMMC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or the Ancillary Agreements or any proposed or actual business relationship between Parent NMMC or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, 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 hereafter as the “Released Claims”). The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts negotiations or agreements Contracts with Parent NMMC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Parent NMMC or its Affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent NMMC and its Affiliates to induce Parent NMMC to enter into in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable Law. To the extent the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent NMMC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent NMMC or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates (or any Person person claiming on any of their behalf behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent NMMC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of ParentNMMC, whether in the form of money damages or injunctive relief, NMMC and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such action, in the event NMMC or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Claims Against Trust Account. (a) Reference is made to the final prospectus of ParentHCIC, dated as of November 23January 14, 2020 2021 and filed with the SEC (Registration NoFile Nos. 333-249677251609 and 333-252115) on November 24January 19, 2020 2021 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that Parent HCIC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of ParentHCIC’s public stockholders (including overallotment shares acquired by ParentHCIC’s underwriters, underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent HCIC may disburse monies from the Trust Account only: (ai) to the Public Stockholders in the event they elect to redeem their Parent HCIC Class A Common Stock in connection with the consummation of ParentHCIC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (bii) to the Public Stockholders if Parent HCIC fails to consummate a Business Combination within 12 twenty-four (24) months after the closing of the IPO, subject to extension by amendment to Parent’s organizational documents, (ciii) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expenses, or (div) to Parent HCIC after or concurrently with the consummation of a Business Combination. . (b) For and in consideration of Parent HCIC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom)Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Parent HCIC or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, 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 hereafter as the “Released Claims”). . (c) The Company on behalf of itself and its Affiliates affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent HCIC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Parent HCIC or its Affiliatesaffiliates), provided, however, that, for the avoidance of doubt, the foregoing waiver will not limit or prohibit the Company from pursuing a claim against HCIC or any other person (other than Public Stockholders with respect to funds released from the Trust Account pursuant to any such Public Stockholder’s Redemption Rights), in each case for (i) legal relief against monies or other assets of HCIC held outside of the Trust Account (and any assets that have been purchased or acquired with any such funds); (ii) specific performance or other equitable relief in connection with the Transactions, provided that (x) such claim is permitted pursuant to Section 11.10 and (y) the Company shall not be entitled to seek specific performance to enforce the release or other distribution of funds from the Trust Account; or (iii) where permitted by Section 10.02, for damages for a willful material breach of this Agreement against HCIC or its successor entities in the event this Agreement is terminated pursuant to Section 10.01(f) and HCIC consummates, directly or indirectly, a business combination transaction, whether by way of a purchase of assets or securities or merger, consolidation or otherwise, with another party. The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent HCIC and its Affiliates affiliates to induce Parent HCIC to enter into in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates affiliates under applicable Law. . (d) To the extent the Company or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent HCIC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent HCIC or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliatesaffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates affiliates (or any Person person claiming on any of their behalf behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) the Company or any of its Affiliates affiliates commences any action or proceeding based uponin violation of the foregoing, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of Parent, whether in the form of money damages or injunctive relief, HCIC and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates affiliates the associated legal fees and costs in connection with any such action, in the event HCIC or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph Section 7.04 shall survive indefinitely with respect to the obligations set forth in this Agreement.

Claims Against Trust Account. Reference is made to the final prospectus of Parent, dated as of November 23, 2020 and filed with the SEC (Registration No. 333-249677) on November 24, 2020 (the “Prospectus”). The Company hereby represents and warrants that it understands that Parent has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Parent’s public stockholders (including overallotment shares acquired by Parent’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent Common Stock in connection with the consummation of Parent’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by amendment to Parent’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expenses, or (d) to Parent after or concurrently with the consummation of a Business Combination. For and in consideration of Parent entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary any other provision contained in this Agreement, neither the Company nor any of its Affiliates do does not now or have, and shall not at any time hereafter have prior to the Effective Time have, any claim to, or right, title, title or interest or claim of any kind in or to any monies in the Trust Account or distributions therefromin, or make any claim against against, or assert any right, title or interest in, the Trust Account (including any distributions therefrom)Fund, regardless of whether such claim claim, right, title or interest arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual the business relationship between Parent or its Representatives, the Company on the one hand, and the Company or its Representatives, Acquiror on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim claim, right, title or interest arises based on contract, tort, equity or any other theory of legal liability (any and all such claims claims, rights, titles and interests are collectively referred to hereafter in this Section 6.3 as the “Released Claims”). The Notwithstanding any other provision contained in this Agreement, the Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates Claim it may have against the Trust Account (including any distributions therefrom) have, now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) Fund for any reason whatsoever (including for an alleged breach of this Agreement in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against Acquiror, First Merger Sub, Second Merger Sub or any other agreement with Parent or its Affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent and its Affiliates to induce Parent to enter into this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable Law. To the extent the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, monetary person (a) for legal relief against Parent monies or its Representativesother assets of Acquiror, the Company hereby acknowledges and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds First Merger Sub or Second 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 shall not permit for Acquiror to specifically perform its obligations under this Agreement and cause the Company or its Affiliates (or any Person claiming on any disbursement of their behalf or the balance of the cash remaining in lieu of any of them) to have any claim against the Trust Account (including any distributions therefromafter giving effect to the Redemption Rights)) or (b) for damages for breach of this Agreement against Acquiror (or any amounts contained thereinsuccessor entity), First Merger Sub or Second Merger Sub in the event this Agreement is terminated for any reason and Acquiror consummates a business combination transaction with another party. In the event (a) that the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to against or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, relief against involving the Trust Account (including any distributions therefrom) or Fund in violation of the Public Stockholders of Parentforegoing, whether in the form of money damages or injunctive relief, and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, Acquiror shall be entitled to recover from the Company and its Affiliates the associated reasonable legal fees and costs in connection with any such action. Notwithstanding anything , in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth event Acquiror prevails in this Agreementsuch action or proceeding.

Claims Against Trust Account. Reference is made to the final prospectus of Parent, dated as of November 23, 2020 and filed with the SEC (Registration No. 333-249677) on November 24, 2020 (the “Prospectus”). The Company hereby represents and warrants that it understands that Parent has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Parent’s public stockholders (including overallotment shares acquired by Parent’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent Common Stock in connection with the consummation of Parent’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent fails to consummate a Business Combination within 12 months after the closing Each of the IPO, subject to extension by amendment to Parent’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expenses, or (d) to Parent after or concurrently with the consummation of a Business Combination. For and in consideration of Parent entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby Sunergy Parties agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary any other provision contained in this Agreement, neither each of the Company nor any of its Affiliates do Sunergy Parties does not now or have, and shall not at any time hereafter have prior to the Closing have, any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefromto, or make any claim against against, the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result ofFund, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Parent or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, Transaction Documents or any other matterthe Transactions, 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 hereafter in this Section 6.03 as the “Released Claims”). The Company on behalf Each of itself the Sunergy Parties acknowledges and agrees that SPAC has established the Trust Account for the benefit of the public shareholders of SPAC, which holds the proceeds of its Affiliates IPO. Notwithstanding any other provision contained in this Agreement, each of the Sunergy Parties hereby irrevocably waives any Released Claims that the Company or any of its Affiliates Claim it may have against the Trust Account (including any distributions therefrom) have, now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Fund for any Claims; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against SPAC, OpCo or any other person (a) for legal relief against monies or other assets of SPAC or OpCo held outside of the Trust Account (including any distributions therefromfunds 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 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 for Fraud or (b) for any reason whatsoever (including damages for an alleged breach of this Agreement against SPAC (or any other agreement successor entity) or OpCo in the event this Agreement is terminated for any reason and SPAC consummates a business combination transaction with Parent or its Affiliates)another party. The Company agrees Each of the Sunergy Parties acknowledge and acknowledges agree that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent SPAC, OpCo and its Affiliates the Sponsor to induce Parent SPAC and OpCo to enter into this Agreement, and the Company Sunergy Parties further intends intend and understands understand such waiver to be valid, binding and enforceable against the Company and each of its Affiliates the Company Subsidiaries and persons that they have the authority to bind under applicable Law. To the extent the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates (or any Person claiming on any of their behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of Parent, whether in the form of money damages or injunctive relief, and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such action. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Claims Against Trust Account. Reference is made to the final prospectus of ParentSMMC, dated as of November 23June 20, 2020 2019 and filed with the SEC (Registration No. 333-249677231881) on November 24June 20, 2020 2019 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that Parent SMMC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of ParentSMMC’s public stockholders (including overallotment shares acquired by ParentSMMC’s underwriters, underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent SMMC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent SMMC Class A Common Stock pursuant to the Offer in connection with the consummation of ParentSMMC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent SMMC fails to consummate a Business Combination within 12 twenty-four (24) months after the closing of the IPO, subject to extension by amendment to Parent’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expensesTaxes, or (d) to Parent SMMC after or concurrently with the consummation of a Business Combination. For and in consideration of Parent SMMC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or the Transaction Documents or any proposed or actual business relationship between Parent SMMC or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, 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 hereafter as the “Released Claims”). The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts negotiations or agreements Contracts with Parent SMMC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Parent SMMC or its Affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent SMMC and its Affiliates to induce Parent SMMC to enter into in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable Law. To the extent the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent SMMC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent SMMC or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates (or any Person person claiming on any of their behalf behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent SMMC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of ParentSMMC, whether in the form of money damages or injunctive relief, SMMC and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such action, in the event SMMC or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Claims Against Trust Account. Reference The Company Signatories acknowledge that WinVest is made a special purpose acquisition company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company Signatories have read WinVest’s final prospectus of Parentand other WinVest SEC Reports, dated as of November 23, 2020 the WinVest Organizational Documents and filed with the SEC (Registration No. 333-249677) on November 24, 2020 (the “Prospectus”). The Company hereby represents and warrants that it understands that Parent WinVest has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) described therein for the benefit of ParentWinVest’s public stockholders (including overallotment shares acquired by Parent’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent may disburse monies that disbursements from the Trust Account only: (a) to the Public Stockholders are available only in the event they elect to redeem their Parent Common Stock in connection with limited circumstances set forth therein. The Company Signatories further acknowledge and agree that WinVest’s sole assets consist of the consummation cash proceeds of ParentWinVest’s initial business combination (as such term is used public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Prospectus) (Trust Account for the “Business Combination”) or in connection with an extension benefit of its deadline public shareholders. The Company Signatories further acknowledge that, if the Xtribe Merger and the other Transactions are not consummated by December 17, 2024 or such later date as approved by the shareholders of WinVest to consummate complete a Business Combinationbusiness combination, (b) WinVest will be obligated to the Public Stockholders if Parent fails return to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by amendment to Parent’s organizational documents, (c) with respect to any interest earned on its stockholders the amounts being held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expenses, or . The Company Signatories (d) to Parent after or concurrently with the consummation of a Business Combination. For and in consideration of Parent entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself themselves and its Affiliates their affiliates they have authority to bind) agree that, notwithstanding anything to the contrary any other provision contained in this Agreement, neither the Company nor any of its Affiliates do Signatory now or has, and shall not at any time hereafter have prior to the Xtribe Merger Effective Time have, any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefromto, or make any claim against against, the Trust Account (including any distributions therefrom)Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual the business relationship between Parent or its Representatives, any Group Company on the one hand, and the Company or its Representatives, WinVest 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 hereafter in this Section 6.03 as the “Released Claims”). The Notwithstanding any other provision contained in this Agreement, the Company Signatories (on behalf of itself themselves and its Affiliates their affiliates they have authority to bind) hereby irrevocably waives waive any Released Claims that the Company or any of its Affiliates Claim they may have against the Trust Account (including any distributions therefrom) have, now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Fund, any trustee of the Trust Account (including or WinVest or its affiliates in respect of such Claims; provided, however, that the foregoing waiver will not limit or prohibit the Company Signatories from pursuing a claim against WinVest, the Merger Subs or any distributions therefrom) other person for any reason whatsoever (including legal relief against monies or other assets of WinVest or the Merger Subs held outside of the Trust Account or for an alleged specific performance or other equitable relief in connection with the Transactions or for damages for breach of this Agreement against WinVest or the Merger Subs if this Agreement is terminated and WinVest consummates a business combination transaction with another person. In the event that any Company Signatory or any other agreement of their affiliates it has the power to bind commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, WinVest shall be entitled to recover from the Company Signatories and their affiliates it has the power to bind the associated reasonable legal fees and costs in connection with Parent any such action if WinVest prevails in such action or its Affiliates)proceeding. The Company agrees Signatories agree and acknowledges acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent WinVest and its Affiliates affiliates to induce Parent WinVest to enter into in this Agreement, and the Company Signatories further intends intend and understands understand such waiver to be valid, binding and enforceable against the each Company Signatory and each of its Affiliates affiliates it has the power to bind under applicable Law. To This Section 6.03 shall survive the extent the Company or any termination of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates (or any Person claiming on any of their behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of Parent, whether in the form of money damages or injunctive relief, and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such action. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreementfor any reason.

Claims Against Trust Account. Reference is made to the final prospectus of Parent, dated as of November 23February 25, 2020 2022 and filed with the SEC (Registration No. 333-249677262298) on November 24March 1, 2020 2022 (the “Prospectus”). The Company hereby represents and warrants that it understands that Parent has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Parent’s public stockholders (including overallotment shares acquired by Parent’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent Common Stock in connection with the consummation of Parent’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent fails to consummate a Business Combination within 12 15 months after (or 18 months, as applicable) from the closing of the IPO, or 18 months from the closing of the IPO if the time to complete a business combination is extended as described in the Prospectus, subject to extension by amendment to Parent’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expenses, or (d) to Parent after or concurrently with the consummation of a Business Combination. For and in consideration of Parent entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Parent or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, 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 hereafter as the “Released Claims”). The Company on behalf of itself and its Affiliates affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach (including a Willful Breach) of this Agreement or any other agreement with Parent or its Affiliatesaffiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent and its Affiliates affiliates to induce Parent to enter into this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates affiliates under applicable Law. To the extent the Company or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliatesaffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates affiliates (or any Person person claiming on any of their behalf behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) the Company or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of Parent, whether in the form of money damages or injunctive relief, and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates affiliates the associated legal fees and costs in connection with any such action, in the event Parent or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Claims Against Trust Account. Reference is made to the final prospectus of ParentAcquiror, dated as of November 23January 12, 2020 2022 and filed with the SEC (Registration File No. 333-249677254627) on November 24, 2020 (the “Prospectus”). The Company Stockholder, on behalf of itself and its subsidiaries, hereby represents and warrants that it has read the Prospectus and understands that Parent Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of ParentAcquiror’s public stockholders shareholders (including overallotment shares acquired by ParentAcquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent Acquiror may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent Common Stock in connection with the consummation of ParentAcquiror’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”), (b) or in connection with an extension a shareholder vote to amend the Parent MAA to (i) modify the substance and timing of its deadline Acquiror’s obligation to consummate allow a redemption in connection with the consummation of a Business Combination, (bii) to redeem 100% of the of the Parent Common Stock if Stockholder does not consummate a Business Combination within twenty-four (24) months after the closing of the IPO or (iii) with respect to any other provision relating to the Public Stockholders’ rights or pre-Business Combination activity, (c) to the Public Stockholders if Parent Acquiror fails to consummate a Business Combination within 12 twenty-four (24) months after the closing of the IPO, subject to extension by amendment to Parent’s organizational documents, (cd) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay for any Taxes and franchise or income taxes, for working capital, or up to $100,000 in to pay dissolution expenses, or (de) to Parent Acquiror after or concurrently with the consummation of a Business Combination. For and in consideration of Parent Acquiror entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby Stockholder agrees on behalf of itself and its Affiliates affiliates that, notwithstanding anything to the contrary any other provision contained in this Agreement, neither the Company Stockholder nor any of its Affiliates affiliates do now or have, and shall not at any time hereafter have prior to the Effective Time have, any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefromto, or make any claim against against, the Trust Account (including Fund or any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual the business relationship between Parent or the Stockholder and its Representatives, Representatives on the one hand, and the Company or Acquiror and its Representatives, Representatives 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 hereafter in this Section 18 as the “Released Claims”). The Company Notwithstanding any other provision contained in this Agreement, the Stockholder on behalf of itself and its Affiliates affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates Claim it may have against the Trust Account (including any distributions therefrom) have, now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Account Fund (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Parent Acquiror or its Affiliates)affiliates) in respect thereof. The Company Stockholder agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent Acquiror and its Affiliates affiliates to induce Parent Acquiror to enter into in this Agreement, and the Company Stockholder further intends and understands such waiver to be valid, binding and enforceable against the Company Stockholder and each of its Affiliates affiliates under applicable Law. To the extent the Company Stockholder or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent Acquiror or its Representatives, the Company Stockholder hereby acknowledges and agrees that the CompanyStockholder’s and its Affiliatesaffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company Stockholder or its Affiliates affiliates (or any Person person claiming on any of their behalf behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of Parent, whether in the form of money damages or injunctive relief, and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such action. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Claims Against Trust Account. Reference The Company acknowledges that Apex is made a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the final prospectus of ParentApex dated September 16, dated as of November 23, 2020 and filed with the SEC (Registration No. 333-249677) on November 24, 2020 2019 (the “Prospectus”). The Company hereby represents ) available at xxx.xxx.xxx, substantially all of Apex assets consist of the cash proceeds of Apex’s initial public offering and warrants that it understands that Parent has established substantially all of those proceeds have been deposited in the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Parent’s Apex, certain of its public stockholders (including overallotment shares acquired and the underwriters of Apex’s initial public offering. The Company acknowledges that it has been advised by Parent’s underwriters, the “Public Stockholders”), and Apex that, except with respect to interest earned on the funds held in the Trust Account that may be released to Apex to pay its franchise tax, income tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Apex completes the transactions which constitute a Business Combination, then to those persons and in such amounts as otherwise described in the Prospectus, Parent may disburse monies from the Trust Account only: ; (aii) to the Public Stockholders in the event they elect to redeem their Parent Common Stock in connection with the consummation of Parent’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent Apex fails to consummate complete a Business Combination within 12 months after the closing of the IPOallotted time period and liquidates, subject to extension by amendment to Parent’s organizational documents, (c) with respect to any interest earned on the amounts held in terms of the Trust AccountAgreement, to Apex in limited amounts as necessary to permit Apex to pay any Taxes the costs and up expenses of its liquidation and dissolution, and then to $100,000 in dissolution expenses, Apex’s public stockholders; and (iii) if Apex holds a stockholder vote to amend the Apex Organizational Documents to modify the substance or (d) timing of the obligation to Parent after or concurrently with the consummation redeem 100% of Apex Class A Common Stock if Apex fails to complete a Business CombinationCombination within the allotted time period, then for the redemption of any Apex Class A Common Stock properly tendered in connection with such vote. For and in consideration of Parent Apex entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates do now or shall at any time hereafter have irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account or any distributions therefrom, or make any claim therefrom and agree not to seek recourse against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Parent or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, 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 hereafter as the “Released Claims”). The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with Parent Apex; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Apex for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Apex to specifically perform its Representatives obligations under this Agreement and will cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemption Rights) to the Company Stockholders in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not seek recourse affect Apex’s ability to fulfil its obligation to effectuate the Redemption Rights, or for Fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Apex’s assets or funds that are not held in the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Parent or its Affiliates). The Company agrees and acknowledges funds that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent and its Affiliates to induce Parent to enter into this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable Law. To the extent the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds held outside of have been released from the Trust Account and any assets that such claim shall not permit the Company have been purchased or its Affiliates (or any Person claiming on any of their behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of Parent, whether in the form of money damages or injunctive relief, and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection acquired with any such action. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreementfunds).

Claims Against Trust Account. Reference is made to the final prospectus of ParentGX, dated as of November 23May 20, 2020 2019 and filed with the SEC (Registration File No. 333-249677231074) on November 24May 21, 2020 2019 (the “Prospectus”). The Company hereby represents and warrants that it understands that Parent GX has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of ParentGX’s public stockholders (including overallotment shares acquired by ParentGX’s underwriters, underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent GX may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent GX Class A Common Stock in connection with the consummation of ParentGX’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent GX fails to consummate a Business Combination within 12 twenty-four (24) months after the closing of the IPO, subject to extension by amendment to Parent’s organizational documents, the GX Organizational Documents (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expenses, or (d) to Parent GX after or concurrently with the consummation of a Business Combination. For and in consideration of Parent GX entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Parent GX or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, 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 hereafter as the “Released Claims”). The Company on behalf of itself and its Affiliates affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent GX or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach (including a Willful Breach) of this Agreement or any other agreement with Parent GX or its Affiliatesaffiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent GX and its Affiliates affiliates to induce Parent GX to enter into this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates affiliates under applicable Law. To the extent the Company or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent GX or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent GX or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliatesaffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates affiliates (or any Person person claiming on any of their behalf behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) the Company or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent GX or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of ParentGX, whether in the form of money damages or injunctive relief, GX and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates affiliates the associated legal fees and costs in connection with any such action, in the event GX or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Claims Against Trust Account. Reference is made to the final prospectus of Parent, dated as of November 23February 24, 2020 2021 and filed with the SEC (Registration NoNos. 333-249677252308 and 333-253478) on November 24February 26, 2020 2021 (the “Prospectus”). The Company hereby represents and warrants that it understands that Parent has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Parent’s public stockholders (including overallotment shares acquired by Parent’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent Common Stock in connection with the consummation of Parent’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent fails to consummate a Business Combination within 12 eighteen (18) months after the closing of the IPO, subject to extension by amendment to Parent’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expenses, or (d) to Parent after or concurrently with the consummation of a Business Combination. For and in consideration of Parent entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Parent or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, 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 hereafter as the “Released Claims”). The Company on behalf of itself and its Affiliates affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach (including a Willful Breach) of this Agreement or any other agreement with Parent or its Affiliatesaffiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent and its Affiliates affiliates to induce Parent to enter into this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates affiliates under applicable Law. To the extent the Company or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliatesaffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates affiliates (or any Person person claiming on any of their behalf behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) the Company or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of Parent, whether in the form of money damages or injunctive relief, and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates affiliates the associated legal fees and costs in connection with any such action, in the event Parent or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Claims Against Trust Account. Reference is made to the final prospectus of Parent, dated as of November 23March 22, 2020 2021 and filed with the SEC (Registration NoFile Nos. 333-249677253097 and 333-254598) on November March 24, 2020 2021 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that Parent has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Parent’s public stockholders shareholders (including overallotment shares acquired by Parent’s underwriters, underwriters the “Public StockholdersShareholders”), and that, except as otherwise described in the ProspectusProspectus and subject to Section 7.14, Parent may disburse monies from the Trust Account only: (a) to only for the Public Stockholders in the event they elect to redeem their Parent Common Stock in connection with the consummation of Parent’s initial business combination (as such term is used express purposes set forth in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by amendment to Parent’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expenses, or (d) to Parent after or concurrently with the consummation of a Business Combination. For and in consideration of Parent entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company does not now nor any of its Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement and any negotiations, Contracts or any proposed or actual business relationship agreements between Parent or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, 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 hereafter as the “Released Claims”). The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for with respect to any reason whatsoever Released Claims (including for an alleged breach of this Agreement or any other agreement with Parent or its Affiliates). The Company agrees and acknowledges ; provided, however, that such irrevocable the foregoing waiver is material to this Agreement and specifically relied upon by Parent and its Affiliates to induce Parent to enter into this Agreement, and will not limit or prohibit the Company further intends and understands such waiver to be validfrom pursuing a claim against Parent, binding and enforceable against the Company and each of its Affiliates under applicable Law. To the extent the Company either Merger Sub or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, monetary other person (a) for legal relief against monies or other assets of Parent (or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds any successor entity) or either Merger Sub held outside of the Trust Account and that or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against Parent (or any successor entity) or either Merger Sub, including claims against any funds distributed from the Trust Account to Parent or any successor entity thereof after the completion of Parent’s Business Combination (as defined in the Prospectus) (but such claim shall not permit the Company or its Affiliates (or any Person claiming on any of their behalf or in lieu of any of them) to have any claim be against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, relief against funds distributed from the Trust Account (including any distributions therefrom) or to holders of Parent Ordinary Shares in accordance with the Public Stockholders of Parent, whether in Parent Governing Document and the form of money damages or injunctive relief, and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such action. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Trust Agreement).

Claims Against Trust Account. Reference is made to the final prospectus of Parentthe Buyer, dated as of November 23April 8, 2020 2021 and filed with the SEC (Registration File No. 333-249677253166) on November 24April 12, 2020 2021 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that Parent the Buyer has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Parentthe Buyer’s public stockholders (including overallotment shares acquired by Parentthe Buyer’s underwriters, underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent the Buyer may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent Buyer Class A Common Stock in connection with the consummation of Parentthe Buyer’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent the Buyer fails to consummate a Business Combination within 12 eighteen (18) months after the closing of the IPO, subject to extension by amendment to Parent’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expenses, or (d) to Parent the Buyer after or concurrently with the consummation of a Business Combination. For and in consideration of Parent the Buyer entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Parent the Buyer, its Affiliates or its Representatives, on the one hand, and the Company Company, its Affiliates or its Representatives, on the other hand, 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 hereafter as the “Released Claims”). The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent the Buyer, its Affiliates or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Parent the Buyer or its Affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent the Buyer and its Affiliates to induce Parent the Buyer to enter into in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable Law. To the extent the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent the Buyer, its Affiliates or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent the Buyer, its Affiliates or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates (or any Person person claiming on any of their behalf behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent the Buyer, its Affiliates or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of Parentthe Buyer, whether in the form of money damages or injunctive relief, the Buyer, its Affiliates and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such action, in the event the Buyer, its Affiliates or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Claims Against Trust Account. Reference is made to the final prospectus of Parentthe Issuer, dated as of November 23January 29, 2020 2021 and filed with the SEC (Registration No. 333-249677248087) on November 24February 2, 2020 2021 (the “Prospectus”). The Company Subscriber hereby represents and warrants that it has read the Prospectus and understands that Parent the Issuer has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Parentthe Issuer’s public stockholders (including overallotment shares acquired by Parentthe Issuer’s underwriters, underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent the Issuer may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent Class A Common Stock pursuant to the Offer in connection with the consummation of Parentthe Issuer’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent the Issuer fails to consummate a Business Combination within 12 eighteen (18) months after the closing of the IPO, subject to extension by amendment to ParentIssuer’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expensesTaxes, or (d) to Parent the Issuer after or concurrently with the consummation of a Business Combination. For and in consideration of Parent the Issuer entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company Subscriber hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither the Company Subscriber nor any of its Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between Parent the Issuer or its Representatives, on the one hand, and the Company Subscriber or its Representatives, on the other hand, 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 hereafter as the “Released Claims”). The Company Subscriber on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Company Subscriber or any of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts negotiations or agreements Contracts with Parent the Issuer or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with Parent the Issuer or its Affiliates). The Company Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by Parent the Issuer and its Affiliates to induce Parent the Issuer to enter into in this Subscription Agreement, and the Company Subscriber further intends and understands such waiver to be valid, binding and enforceable against the Company Subscriber and each of its Affiliates under applicable Law. To the extent the Company Subscriber or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent the Issuer or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent the Issuer or its Representatives, the Company Subscriber hereby acknowledges and agrees that the CompanySubscriber’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company Subscriber or its Affiliates (or any Person person claiming on any of their behalf behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) the Company Subscriber or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent the Issuer or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of ParentStockholders, whether in the form of money damages or injunctive relief, the Issuer and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover from the Company Subscriber and its Affiliates the associated legal fees and costs in connection with any such action, in the event the Issuer or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Subscription Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Subscription Agreement.

Claims Against Trust Account. Reference is made to the final prospectus of ParentHCAC, dated as of November 23February 28, 2020 2019 and filed with the SEC (Registration File No. 333-249677333- 229608) on November 24March 4, 2020 2019 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that Parent HCAC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of ParentHCAC’s public stockholders (including overallotment shares acquired by ParentHCAC’s underwriters, underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent HCAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent HCAC Class A Common Stock in connection with the consummation of ParentHCAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent HCAC fails to consummate a Business Combination within 12 eighteen (18) months after the closing of the IPO, subject to extension by amendment to Parent’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expensesTaxes, or (d) to Parent HCAC after or concurrently with the consummation of a Business Combination. For and in consideration of Parent HCAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Parent HCAC or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, 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 hereafter as the “Released Claims”). The Company on behalf of itself and its Affiliates affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent HCAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Parent HCAC or its Affiliatesaffiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent HCAC and its Affiliates affiliates to induce Parent HCAC to enter into in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates affiliates under applicable Law. To the extent the Company or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent HCAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent HCAC or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliatesaffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates affiliates (or any Person person claiming on any of their behalf behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) the Company or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent HCAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of ParentHCAC, whether in the form of money damages or injunctive relief, HCAC and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates affiliates the associated legal fees and costs in connection with any such action, in the event HCAC or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Claims Against Trust Account. Reference is made to the final prospectus of the Parent, dated as of November 23January 12, 2020 2022 and filed with the SEC (Registration File No. 333-249677254627) on November 24, 2020 (the “Prospectus”). The Company Company, on behalf of itself and its subsidiaries, hereby represents and warrants that it has read the Prospectus and understands that Parent has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Parent’s public stockholders shareholders (including overallotment shares acquired by the Parent’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent Common Stock in connection with the consummation of Parent’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”), (b) or in connection with an extension a shareholder vote to amend the Parent MAA to (i) modify the substance and timing of its deadline the Parent’s obligation to consummate allow a redemption in connection with the consummation of a Business Combination, (bii) to redeem 100% of the of the Parent Common Stock if Parent does not consummate a Business Combination within twenty-four (24) months after the closing of the IPO or (iii) with respect to any other provision relating to the Public Stockholders’ rights or pre-Business Combination activity, (c) to the Public Stockholders if Parent fails to consummate a Business Combination within 12 twenty-four (24) months after the closing of the IPO, subject to extension by amendment to Parent’s organizational documents, (cd) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay for any Taxes and franchise or income taxes, for working capital, or up to $100,000 in to pay dissolution expenses, or (de) to Parent after or concurrently with the consummation of a Business Combination. For and in consideration of Parent entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates affiliates that, notwithstanding anything to the contrary any other provision contained in this Agreement, neither the Company nor any of its Affiliates affiliates do now or have, and shall not at any time hereafter have prior to the Effective Time have, any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefromto, or make any claim against against, the Trust Account (including Fund or any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual the business relationship between Parent or the Company and its Representatives, Representatives on the one hand, and the Company or Parent and its Representatives, Representatives 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 hereafter in this Section 6.04 as the “Released Claims”). The Notwithstanding any other provision contained in this Agreement, the Company on behalf of itself and its Affiliates affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates Claim it may have against the Trust Account (including any distributions therefrom) have, now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Account Fund (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Parent or its Affiliates)affiliates) in respect thereof. The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent and its Affiliates affiliates to induce Parent to enter into in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates affiliates under applicable Law. To the extent the Company or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Parent or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Parent or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliatesaffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates affiliates (or any Person person claiming on any of their behalf behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) that the Company or any of its Affiliates affiliates commences any action or proceeding based uponagainst or involving the Trust Fund in violation of the foregoing, Parent shall be entitled to recover from the Company the associated legal fees and costs in connection with any such action, in connection with, relating to or arising out of any matter relating to the event Parent or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of Parent, whether in the form of money damages or injunctive relief, and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such action. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph Section 6.04 shall survive indefinitely with respect to the obligations set forth in this Agreement. Notwithstanding anything to the contrary in this Section 6.04, any action by any non-controlled affiliate of the Company that, if taken by the Company or one of its controlled affiliates, would be a breach of this Section 6.04 shall constitute a breach of this Section 6.04 by the Company and for which the Company shall be liable.

Claims Against Trust Account. Reference is made to the final prospectus of ParentGood Works, dated as of November 23July 9, 2020 2021 and filed with the SEC (Registration No. 333-249677254462) on November 24July 13, 2020 2021 (the “Prospectus”). The Each of the Company, Company Topco, the Company Merger Sub and DRE LLC hereby represents and warrants that it understands that Parent Good Works has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of ParentGood Works’s public stockholders (including overallotment shares acquired by ParentGood Works’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent Good Works may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent Good Works Common Stock in connection with the consummation of ParentGood Works’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent Good Works fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by amendment to ParentGood Works’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expenses, or (d) to Parent Good Works after or concurrently with the consummation of a Business Combination. For and in consideration of Parent Good Works entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Company, Company Topco, the Company Merger Sub and DRE LLC hereby agrees on behalf of itself and its Affiliates affiliates that, notwithstanding anything to the contrary any other provision contained in this Agreement, neither the Company, Company Topco. the Company nor any of its Affiliates Merger Sub and DRE LLC do not now or have, and shall not at any time hereafter have prior to the Effective Time have, any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefromto, or make any claim against against, the Trust Account (including any distributions therefrom)Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual the business relationship between Parent or its Representativesthe Company, Company Topco, the Company Merger Sub and DRE LLC on the one hand, and the Company or its Representatives, Good Works 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 hereafter in this Section 7.03 as the “Released Claims”). The Notwithstanding any other provision contained in this Agreement, each of the Company, Company on behalf of itself Topco, the Company Merger Sub and its Affiliates DRE LLC hereby irrevocably waives any Released Claims that the Company or any of its Affiliates Claim it may have against the Trust Account (including any distributions therefrom) have, now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) Fund for any reason whatsoever (including for an alleged breach in respect of this Agreement any Claim; provided, however, that the foregoing waiver will not limit or prohibit the Company, Company Topco and the Company Merger Sub from pursuing a claim against Good Works or any other agreement with Parent or its Affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent and its Affiliates to induce Parent to enter into this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable Law. To the extent the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, monetary person (a) for legal relief against Parent monies or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds other assets of Good Works 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 shall not permit for Good Works to specifically perform its obligations under this Agreement and cause the Company or its Affiliates (or any Person claiming on any disbursement of their behalf or the balance of the cash remaining in lieu of any of them) to have any claim against the Trust Account (including any distributions therefromafter giving effect to the Redemption Rights)) or for fraud or (b) for damages for breach of this Agreement against Good Works (or any amounts contained thereinsuccessor entity) in the event this Agreement is terminated for any reason and Good Works consummates a business combination transaction with another party. In the event (a) that the Company, Company Topco, the Company Merger Sub or any of its Affiliates DRE LLC commences any action or proceeding based upon, in connection with, relating to against or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, relief against involving the Trust Account (including any distributions therefrom) or Fund in violation of the Public Stockholders of Parentforegoing, whether in the form of money damages or injunctive relief, and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, Good Works shall be entitled to recover from the Company, Company and its Affiliates Topco, the Company Merger Sub or DRE LLC, as applicable, the associated reasonable legal fees and costs in connection with any such action, in the event Good Works prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Claims Against Trust Account. Reference is made to the final prospectus of Parent, dated as of November 23, 2020 and filed with the SEC (Registration No. 333-249677) on November 24, 2020 (the “Prospectus”). The Company hereby represents and warrants that it understands that Parent has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Parent’s public stockholders (including overallotment shares acquired by Parent’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent Common Stock in connection with the consummation of Parent’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by amendment to Parent’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expenses, or (d) to Parent after or concurrently with the consummation of a Business Combination. For and in consideration of Parent entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary any other provision contained in this Agreement, neither the Company nor any of its Affiliates do does not now or have, and shall not at any time hereafter have prior to the Effective Time have, any claim to, or right, title, title or interest or claim of any kind in or to any monies in the Trust Account or distributions therefromin, or make any claim against against, or assert any right, title or interest in, the Trust Account (including any distributions therefrom)Fund, regardless of whether such claim claim, right, title or interest arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual the business relationship between Parent or its Representatives, the Company on the one hand, and the Company or its Representatives, Acquiror on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim claim, right, title or interest arises based on contract, tort, equity or any other theory of legal liability (any and all such claims claims, rights, titles and interests are collectively referred to hereafter in this Section 6.03 as the “Released Claims”). The Notwithstanding any other provision contained in this Agreement, the Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates Claim it may have against the Trust Account (including any distributions therefrom) have, now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) Fund for any reason whatsoever (including for an alleged breach of this Agreement in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against Acquiror, First Merger Sub, Second Merger Sub or any other agreement with Parent or its Affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent and its Affiliates to induce Parent to enter into this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable Law. To the extent the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, monetary person (a) for legal relief against Parent monies or its Representativesother assets of Acquiror, the Company hereby acknowledges and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds First Merger Sub or Second 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 shall not permit for Acquiror to specifically perform its obligations under this Agreement and cause the Company or its Affiliates (or any Person claiming on any disbursement of their behalf or the balance of the cash remaining in lieu of any of them) to have any claim against the Trust Account (including any distributions therefromafter giving effect to the Redemption Rights)) or (b) for damages for breach of this Agreement against Acquiror (or any amounts contained thereinsuccessor entity), First Merger Sub or Second Merger Sub in the event this Agreement is terminated for any reason and Acquiror consummates a business combination transaction with another party. In the event (a) that the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to against or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, relief against involving the Trust Account (including any distributions therefrom) or Fund in violation of the Public Stockholders of Parentforegoing, whether in the form of money damages or injunctive relief, and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, Acquiror shall be entitled to recover from the Company and its Affiliates the associated reasonable legal fees and costs in connection with any such action. Notwithstanding anything , in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth event Acquiror prevails in this Agreementsuch action or proceeding.

Claims Against Trust Account. Reference is made to the final prospectus of ParentCAH, dated as of November 23January 26, 2020 2021 and filed with the SEC (Registration File No. 333-249677251969) on November 24January 27, 2020 2021 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that Parent CAH has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of ParentCAH’s public stockholders (including overallotment shares acquired by ParentCAH’s underwriters, underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent CAH may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent CAH Class A Common Stock in connection with the consummation of ParentCAH’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent CAH fails to consummate a Business Combination within 12 twenty-four (24) months after the closing of the IPO, subject to extension by amendment to Parent’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expensesTaxes, or (d) to Parent CAH after or concurrently with the consummation of a Business Combination. For and in consideration of Parent CAH entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Parent CAH or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, 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 hereafter as the “Released Claims”). The Company on behalf of itself and its Affiliates affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent CAH or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Parent CAH or its Affiliatesaffiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent CAH and its Affiliates affiliates to induce Parent CAH to enter into in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates affiliates under applicable Law. To the extent the Company or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent CAH or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent CAH or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliatesaffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates affiliates (or any Person person claiming on any of their behalf behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event (a) the Company or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent CAH or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of ParentCAH, whether in the form of money damages or injunctive relief, CAH and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates affiliates the associated legal fees and costs in connection with any such action, in the event CAH or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Claims Against Trust Account. Reference is made to the final prospectus of ParentSPAC, dated as of November 23December 21, 2020 and filed with the SEC (Registration No. 333-249677251060) on November 24December 22, 2020 (the “Prospectus”). The Company Subscriber hereby represents and warrants that it has read the Prospectus and understands that Parent SPAC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares units acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of ParentSPAC’s public stockholders (including overallotment shares units acquired by ParentSPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent Common Stock subunits in connection with the consummation of ParentSPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination), (b) to the Public Stockholders if Parent the SPAC fails to consummate a Business Combination within 12 twelve (12) months after the closing of the IPO, IPO (subject to extension for up to 18 months), and subject to further extension by an amendment to ParentSPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes taxes and up to $100,000 in dissolution expenses, or (d) to Parent the SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of Parent the Issuer and SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company Subscriber hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither the Company Subscriber nor any of its Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between Parent or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, 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 hereafter as the “Released Claims”). The Company Subscriber on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Company Subscriber or any of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiationsnegotiations or Contracts with the Issuer, contracts SPAC or agreements their respective Representatives in connection with Parent or its Representatives relating in any way to this Subscription Agreement and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of in connection with or relating to this Agreement or any other agreement with Parent or its Affiliates)Subscription Agreement. The Company Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by Parent the Issuer, SPAC and its their respective Affiliates to induce Parent the Issuer and SPAC to enter into in this Subscription Agreement, and the Company Subscriber further intends and understands such waiver to be valid, binding and enforceable against the Company Subscriber and each of its Affiliates under applicable Lawlaw. To the extent the Company Subscriber or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent the Issuer, SPAC or its Representativestheir respective Representatives in connection with this Subscription Agreement, which proceeding seeks, in whole or in part, monetary relief against Parent the Issuer, SPAC or its their respective Representatives, the Company Subscriber hereby acknowledges and agrees that the CompanySubscriber’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company Subscriber or its Affiliates (or any Person person claiming on any of their behalf behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In Notwithstanding the event foregoing, this Section 9 shall not affect any rights of Subscriber or its affiliates to receive distributions from the Trust Account in their capacities as Public Stockholders upon the redemption of their SPAC shares or the liquidation of SPAC if it does not consummate a Business Combination prior to its deadline to do so. Notwithstanding the foregoing, nothing herein will serve to limit or prohibit (ax) the Company Subscriber’s right to pursue a claim against the SPAC, its sponsor or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, the Issuer for legal relief against monies or other assets held outside the Trust Account (including any distributions therefrom) or funds that have been released to the Public Stockholders of Parent, whether in the form of money damages or injunctive relief, and (b) Parent and its Representatives, as applicable, prevails in such action or proceeding, Parent or its Representatives, as applicable, shall be entitled to recover SPAC sponsor from the Company and its Affiliates the associated legal fees and costs Trust Account in connection with a Business Combination, but excluding any distributions to Public Stockholders), for specific performance or other equitable relief or (y) any claims that the Subscriber may have in the future against the SPAC or the Issuer’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to the SPAC or the Issuer and any assets that have been purchased or acquired with any such actionfunds, but excluding any distributions to Public Stockholders). Notwithstanding anything in this Subscription Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Subscription Agreement.