Common use of Claims Against Trust Account Clause in Contracts

Claims Against Trust Account. The Company and Merger Sub agree that, notwithstanding any other provision contained in this Agreement, the Company and Merger Sub do not now, nor 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 make any claim against the Trust Account, in connection with or relating to this Agreement or the Transactions, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 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 and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of this Agreement or the Transactions and will not seek recourse against the Trust Account for any Released Claims; provided, however, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable law. In the event that any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties shall be entitled to recover from the non-prevailing party or parties the associated reasonable legal fees and costs in connection with any such action.

Claims Against Trust Account. The Company and Merger Sub agree Each of the Sunergy Parties agrees that, notwithstanding any other provision contained in this Agreement, each of the Company Sunergy Parties does not now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Closing have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, in connection with or relating to to, this Agreement or the other Transaction Documents or the 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 in this Section 6.3 6.03 as the “Released Claims”). Each of 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 IPO. Notwithstanding any other provision contained in this Agreement, each of the Sunergy Parties hereby irrevocably waives any Claim it may have, now or in the future 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 or Merger Sub from pursuing a claim against SPAC 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 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, 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 stockholdersRights)) or for Fraud or (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out b) for damages for breach of this Agreement against SPAC (or any successor entity) or OpCo in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; provided, however, that reason and SPAC consummates a business combination transaction with another party. Each of the Company Sunergy Parties acknowledge and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC SPAC, OpCo and its respective affiliates the Sponsor to induce SPAC and OpCo to enter into this Agreement, and the Company and Merger Sub Sunergy Parties further intend and understand such waiver to be valid, binding and enforceable against it the Company and the Company Subsidiaries and persons that they have the authority to bind under applicable law. In the event that any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties shall be entitled to recover from the non-prevailing party or parties the associated reasonable legal fees and costs in connection with any such actionLaw.

Claims Against Trust Account. Reference is made to the final prospectus of NMMC, dated as of September 18, 2020 and filed with the SEC (Registration No. 333-246328) on September 15, 2020 (the “Prospectus”). The Company hereby represents and Merger Sub agree warrants that it has read the Prospectus and understands that 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 NMMC’s public stockholders (including overallotment shares acquired by NMMC’s underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, NMMC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Class A Common Stock pursuant to the Offer in connection with the consummation of NMMC’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 NMMC fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any Taxes, or (d) to NMMC after or concurrently with the consummation of a Business Combination. For and in consideration of 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 any other provision contained anything to the contrary in this Agreement, neither the Company and Merger Sub nor any of its Affiliates do not now, nor 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 AccountAccount or distributions therefrom, or make any claim against the Trust AccountAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating to in any way to, this Agreement or the TransactionsAncillary Agreements or any proposed or actual business relationship between 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 in this Section 6.3 hereafter 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 Merger Sub its Affiliates hereby irrevocably waive waives any Released Claims that it 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 this Agreement of, any negotiations or the Transactions Contracts with NMMC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any Released Claims; provided, however, that the Company and Merger Sub do not waive reason whatsoever (including for an alleged breach of this Agreement or any Retained Claimsother agreement with NMMC or its Affiliates). The Company agrees and Merger Sub agree and acknowledge acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC NMMC and its respective affiliates Affiliates to induce SPAC NMMC to enter into in this Agreement, and the Company further intends and Merger Sub further intend and understand understands such waiver to be valid, binding and enforceable against it the Company and each of its Affiliates under applicable lawLaw. In To the event that any of extent the Company or Merger Sub any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to NMMC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against NMMC or involving 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 Fund Account and that such claim shall not permit the Company or its Affiliates (or any person claiming on any of their behalves or in violation lieu of any of them) to have any claim against the foregoingTrust Account (including any distributions therefrom) or any amounts contained therein. In the event 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 NMMC or its Representatives, which proceeding seeks, in whole or in part, relief against the prevailing party Trust Account (including any distributions therefrom) or parties the Public Stockholders of NMMC, whether in the form of money damages or injunctive relief, NMMC and its Representatives, as applicable, shall be entitled to recover from the non-prevailing party or parties Company and its Affiliates the associated reasonable 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. 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 Merger Sub agree 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 any other provision contained anything to the contrary in this Agreement, neither the Company and Merger Sub nor any of its Affiliates do not now, nor 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 AccountAccount or distributions therefrom, or make any claim against the Trust AccountAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating to in any way to, this Agreement or any proposed or actual business relationship between Parent or its Representatives, on the Transactionsone 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 in this Section 6.3 hereafter 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 Merger Sub its Affiliates hereby irrevocably waive waives any Released Claims that it 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 this Agreement of, any negotiations, contracts or the Transactions agreements with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any Released Claims; provided, however, that the Company and Merger Sub do not waive reason whatsoever (including for an alleged breach of this Agreement or any Retained Claimsother agreement with Parent or its Affiliates). The Company agrees and Merger Sub agree and acknowledge acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC Parent and its respective affiliates Affiliates to induce SPAC Parent to enter into this Agreement, and the Company further intends and Merger Sub further intend and understand understands such waiver to be valid, binding and enforceable against it the Company and each of its Affiliates under applicable lawLaw. In To the event that any of extent the Company or Merger Sub 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 involving 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 Fund Account and that such claim shall not permit the Company or its Affiliates (or any Person claiming on any of their behalf or in violation lieu of any of them) to have any claim against the foregoingTrust 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 prevailing party Trust Account (including any distributions therefrom) or parties 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 non-prevailing party or parties 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 in this Agreement.

Claims Against Trust Account. The Company Signatories acknowledge that WinVest is 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 and other WinVest SEC Reports, the WinVest Organizational Documents and understands that WinVest has established the Trust Account described therein for the benefit of WinVest’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company Signatories further acknowledge and agree that WinVest’s sole assets consist of the cash proceeds of WinVest’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. The Company Signatories further acknowledge that, if the Xtribe Merger Sub and the other Transactions are not consummated by December 17, 2024 or such later date as approved by the shareholders of WinVest to complete a business combination, WinVest will be obligated to return to its stockholders the amounts being held in the Trust Account. The Company Signatories (on behalf of themselves and their affiliates they have authority to bind) agree that, notwithstanding any other provision contained in this Agreement, the neither Company Signatory now has, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Xtribe Merger Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between any Group Company on the one hand, and WinVest on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 6.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, the Company Signatories (on behalf of themselves and their affiliates they have authority to bind) hereby irrevocably waive any Claim they may have, now or in the future and will not seek recourse against the Trust Fund, any trustee of the Trust Account or WinVest or its affiliates in respect of such Claims; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub Signatories from pursuing a claim against SPAC WinVest, the Merger Subs or any other person for legal relief against monies or other assets of SPAC WinVest or the Merger Subs held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions, including a claim Transactions or for SPAC to specifically perform its obligations under damages for breach of this Agreement against WinVest or the Merger Subs if this Agreement is terminated and cause WinVest consummates a business combination transaction with another person. In the disbursement event that any Company Signatory or any of their affiliates it has the power to bind commences any action or proceeding against or involving the Trust Fund in violation of the balance of foregoing, WinVest shall be entitled to recover from the cash remaining Company Signatories and their affiliates it has the power to bind the associated reasonable legal fees and costs in the Trust Account (after giving effect to the Redemption Rights of the SPAC’s public stockholders) (the “Retained Claims”)connection with any such action if WinVest prevails in such action or proceeding. The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of this Agreement or the Transactions and will not seek recourse against the Trust Account for any Released Claims; provided, however, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub Signatories agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC WinVest and its respective affiliates to induce SPAC WinVest to enter into in this Agreement, and the Company and Merger Sub Signatories further intend and understand such waiver to be valid, binding and enforceable against each Company Signatory and each of its affiliates it has the power to bind under applicable lawLaw. In This Section 6.03 shall survive the event that termination of this Agreement for any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties shall be entitled to recover from the non-prevailing party or parties the associated reasonable legal fees and costs in connection with any such actionreason.

Claims Against Trust Account. The Company and Merger Sub agree agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Effective Time have, have any claim to, or right, title, title or interest or claim of any kind in or to any monies in the Trust Accountin, or make any claim against against, or assert any right, title or interest in, the Trust AccountFund, regardless of whether such claim, right, title or interest arises as a result of, in connection with or relating to in any way to, the business relationship between the Company on the one hand, and Acquiror on the other hand, this Agreement Agreement, or the Transactionsany 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 in this Section 6.3 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub from pursuing a claim against SPAC Acquiror, First Merger Sub, Second Merger Sub or any other person (a) for legal relief against monies or other assets of SPAC Acquiror, 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, Transactions (including a claim for SPAC Acquiror 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 stockholdersRights)) or (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out b) for damages for breach of this Agreement against Acquiror (or any successor entity), First Merger Sub or Second Merger Sub in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; provided, however, that the Company reason and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable lawAcquiror consummates a business combination transaction with another party. In the event that any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties Acquiror shall be entitled to recover from the non-prevailing party or parties Company the associated reasonable legal fees and costs in connection with any such action, in the event Acquiror prevails in such action or proceeding.

Claims Against Trust Account. The Company BOE understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, CBAC may disburse monies from the Trust Fund only: (a) to its public stockholders in the event of the redemption of their shares or the dissolution and Merger Sub agree liquidation of CBAC, (b) to CBAC (less CBAC’s deferred underwriting compensation only) after CBAC consummates a business combination (as described in the Prospectus) or (c) as consideration to the sellers of a target business with which CBAC completes a business combination. BOE agrees that, notwithstanding any other provision contained in this Agreement, the Company BOE does not now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between BOE on the one hand, and CBAC on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 7.6 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 and Merger Sub Notwithstanding any other provision contained in this Agreement, BOE hereby irrevocably waive waives any Released Claims that Claim it may have against the Trust Account have, now or in the future as (in each case, however, prior to the consummation of a result ofbusiness combination), or arising out of this Agreement or the Transactions and will not seek recourse against the Trust Account Fund for any Released Claims; provided, however, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable lawreason whatsoever in respect thereof. In the event that any of the Company or Merger Sub BOE commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to CBAC, which proceeding seeks, in whole or in part, relief against or involving the Trust Fund or the public stockholders of CBAC, whether in violation the form of the foregoingmoney damages or injunctive relief, the prevailing party or parties CBAC shall be entitled to recover from the non-prevailing party or parties BOE the associated reasonable legal fees and costs in connection with any such action, in the event CBAC prevails in such action or proceeding.

Claims Against Trust Account. The Company FFC understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, SPAH may disburse monies from the Trust Fund only: (a) to its public stockholders who exercise their conversion rights or in the event of the dissolution and Merger Sub agree liquidation of SPAH, (b) to SPAH (less SPAH’s deferred underwriting compensation only) after SPAH consummates a business combination (as described in the Prospectus) or (c) as consideration to the sellers of a target business with which SPAH completes a business combination. FFC agrees that, notwithstanding any other provision contained in this Agreement, the Company FFC does not now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between FFC on the one hand, and SPAH on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 7.6 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 and Merger Sub Notwithstanding any other provision contained in this Agreement, FFC hereby irrevocably waive waives any Released Claims that Claim it may have against the Trust Account have, now or in the future as (in each case, however, prior to the consummation of a result ofbusiness combination), or arising out of this Agreement or the Transactions and will not seek recourse against the Trust Account Fund for any Released Claims; provided, however, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable lawreason whatsoever in respect thereof. In the event that any of the Company or Merger Sub FFC commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAH, which proceeding seeks, in whole or in part, relief against or involving the Trust Fund or the public stockholders of SPAH, whether in violation the form of the foregoingmoney damages or injunctive relief, the prevailing party or parties SPAH shall be entitled to recover from the non-prevailing party or parties FFC the associated reasonable legal fees and costs in connection with any such action, in the event SPAH prevails in such action or proceeding.

Claims Against Trust Account. The Reference is made to the final prospectus of Good Works, dated as of July 9, 2021 and filed with the SEC (Registration No. 333-254462) on July 13, 2021 (the “Prospectus”). Each of the Company, Company and Topco, the Company Merger Sub agree and DRE LLC hereby represents and warrants that it understands that 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 Good Works’s public stockholders (including overallotment shares acquired by Good Works’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Good Works may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Good Works Common Stock in connection with the consummation of Good 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 Good Works fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by amendment to Good 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 Good Works after or concurrently with the consummation of a Business Combination. For and in consideration of 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 that, notwithstanding any other provision contained in this Agreement, the Company, Company and Topco. the Company Merger Sub and DRE LLC do not nownow have, nor and shall not at any time hereafterprior to the Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between the Company, Company Topco, the Company Merger Sub and DRE LLC on the one hand, and Good Works on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 7.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, each of the Company, Company Topco, the Company Merger Sub and DRE LLC hereby irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect of any Claim; provided, however, that the foregoing waiver will not limit or prohibit the Company, Company or Topco and the Company Merger Sub from pursuing a claim against SPAC Good Works or any other person (a) for legal relief against monies or other assets of SPAC 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, Transactions (including a claim for SPAC Good Works 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 stockholdersRights)) or for fraud or (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out b) for damages for breach of this Agreement against Good Works (or any successor entity) in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; provided, however, that the Company reason and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable lawGood Works consummates a business combination transaction with another party. In the event that any of the Company, Company Topco, the Company or Merger Sub or DRE LLC commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties Good Works shall be entitled to recover from the non-prevailing party Company, Company Topco, the Company Merger Sub or parties 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. 62

Claims Against Trust Account. The Company Reference is made to the final prospectus of SPAC, dated as of December 21, 2020 and Merger Sub agree filed with the SEC (Registration No. 333-251060) on December 22, 2020 (the “Prospectus”). Subscriber hereby represents and warrants that it has read the Prospectus and understands that SPAC has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment 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 SPAC’s public stockholders (including overallotment units acquired by SPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their subunits in connection with the consummation of SPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”), (b) to the Public Stockholders if the SPAC fails to consummate a Business Combination within twelve (12) months after the closing of the IPO (subject to extension for up to 18 months), and subject to further extension by an amendment to SPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes and up to $100,000 in dissolution expenses, or (d) to the SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of 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, Subscriber hereby agrees on behalf of itself and its Affiliates that, notwithstanding any other provision contained anything to the contrary in this Subscription Agreement, the Company and Merger Sub neither Subscriber nor any of its Affiliates do not now, nor 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 AccountAccount or distributions therefrom, or make any claim against the Trust AccountAccount (including any distributions therefrom), in connection with or relating to in any way to, this Subscription Agreement or the 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 in this Section 6.3 hereafter 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 . Subscriber on behalf 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 itself and 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 and Merger Sub Affiliates hereby irrevocably waive waives any Released Claims that it 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 of, any negotiations or Contracts with the Issuer, SPAC or their respective Representatives in connection with or relating in any way to this Subscription Agreement or the Transactions and will not seek recourse against the Trust Account (including any distributions therefrom) for any Released Claims; provided, however, that the Company reason whatsoever in connection with or relating to this Subscription Agreement. Subscriber agrees and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Issuer, SPAC and its their respective affiliates Affiliates to induce the Issuer and SPAC to enter into in this Subscription Agreement, and the Company Subscriber further intends and Merger Sub further intend and understand understands such waiver to be valid, binding and enforceable against it Subscriber and each of its Affiliates under applicable law. In To the event that extent Subscriber or any of the Company or Merger Sub its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Issuer, SPAC or their respective Representatives in connection with this Subscription Agreement, which proceeding seeks, in whole or in part, monetary relief against the Issuer, SPAC or involving their respective Representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Fund Account and that such claim shall not permit Subscriber or its Affiliates (or any person claiming on any of their behalves or in violation lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding the foregoing, the prevailing party this Section 9 shall not affect any rights of Subscriber or parties shall be entitled its affiliates to recover receive distributions from the non-prevailing party Trust Account in their capacities as Public Stockholders upon the redemption of their SPAC shares or parties the associated reasonable 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 (x) the Subscriber’s right to pursue a claim against the SPAC, its sponsor or the Issuer for legal fees and costs relief against monies or other assets held outside the Trust Account (including any funds that have been released to the SPAC sponsor from the 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.

Claims Against Trust Account. The Company acknowledges that PC3 is a special purpose acquisition company with the power and Merger Sub agree 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 has read PC3’s final prospectus, dated as of July 20, 2021 and other PC3 SEC Reports, the PC3 Organizational Documents and understands that PC3 has established the Trust Account described therein for the benefit of PC3’s public stockholders that disbursement from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that PC3’s sole assets consist of the cash proceeds of PC3’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. Accordingly, the Company (on behalf of itself and its affiliates) agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Merger Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between the Company on the one hand, and PC3 on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 6.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, the Company (on behalf of itself and its affiliates) hereby irrevocably waives any Claim they may have, now or in the future and will not seek recourse against the Trust Fund or any trustee of the Trust Account and PC3 for any reason whatsoever; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub from pursuing a claim against SPAC PC3, NewPubco, Merger Sub or any other person for legal relief against monies or other assets of SPAC PC3, NewPubco or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions, including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemption Rights of the SPAC’s public stockholders) (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of this Agreement or the Transactions and will not seek recourse against the Trust Account for any Released Claims; provided, however, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable law. In the event that any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties PC3 shall be entitled to recover from the non-prevailing party or parties Company the associated reasonable legal fees and costs in connection with any such action, in the event PC3 prevails in such action or proceeding. The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by PC3 and its affiliates to induce PC3 to enter 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. This Section 6.03 shall survive the termination of this Agreement for any reason.

Claims Against Trust Account. The Company and Merger Sub agree agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between the Company on the one hand, and Pace on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 8.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect of any Claim; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub from pursuing a claim against SPAC Pace, Blocker Merger Subs or any other person (a) for legal relief against monies or other assets of SPAC Pace or Blocker Merger Subs 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, Transactions (including a claim for SPAC Pace to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemption Rights of the SPAC’s public stockholdersRights)) or for fraud or (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out b) for damages for breach of this Agreement against Pace (or any successor entity) or Blocker Merger Subs in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; provided, however, that the Company reason and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable lawPace consummates a business combination transaction with another party. In the event that any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties Pace shall be entitled to recover from the non-prevailing party or parties Company the associated reasonable and documented legal fees and costs in connection with any such actionAction, in the event that Pace prevails in such action or proceeding (as determined by a court of competent jurisdiction (in a judgement not subject to further appeal or for which the time for appeal has expired)).

Claims Against Trust Account. The Company and Merger Sub agree agrees that, notwithstanding any other provision contained in this Agreement, the Company and Merger Sub do does not now, nor 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 make any claim against the Trust Account, in connection with or relating to this Agreement or the Transactionstransactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 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 ShoulderUp, Holdings or the Merger Subs or any other person for legal relief against monies or other assets of SPAC ShoulderUp, Holdings or the Merger Subs held outside of the Trust Account (including any funds that have been released from the Trust Account and any asset that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with the Transactionstransaction contemplated hereby, including a claim for SPAC ShoulderUp, Holdings or the Merger Subs to specifically perform its their 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 redemption rights of the SPAC’s public stockholders) ), or for fraud (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive waives any Released Claims that it the Company may have against the Trust Account now or in the future as a result of, or arising out of this Agreement or the Transactions transactions contemplated hereby and will not seek recourse against the Trust Account for any Released Claims; provided, however, that the Company and Merger Sub do does not waive any Retained Claims. The Company agrees and Merger Sub agree and acknowledge acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC ShoulderUp, Holdings and its the Merger Subs and their respective affiliates to induce SPAC ShoulderUp, Holdings and the Merger Subs to enter into this Agreement, and the Company further intends and Merger Sub further intend and understand understands such waiver to be valid, binding and enforceable against it the Company under applicable law. In the event that any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, ShoulderUp, Holdings or the prevailing party or parties Merger Subs shall be entitled to recover from the non-prevailing party or parties Company the associated reasonable legal fees and costs in connection with any such action, in the event ShoulderUp, Holdings or the Merger Subs, as applicable, prevails in such action or proceeding.

Claims Against Trust Account. The Company and Merger Sub agree agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between the Company on the one hand, and Rxxx on the other hand, this Agreement Agreement, any Ancillary Agreement, the Transactions or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 6.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, the Company by this Agreement irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub from pursuing a claim against SPAC Rxxx, Merger Sub or any other person (a) for legal relief against monies or other assets of SPAC Rxxx or Merger Sub held outside of the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with the Transactions, Transactions (including a claim for SPAC Rxxx 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 stockholdersRights)) or for fraud or (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out b) for damages for breach of this Agreement against Rxxx (or any successor entity) or Merger Sub in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; provided, however, that the Company reason and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable lawRxxx consummates a business combination transaction with another party. In the event that any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties Rxxx shall be entitled to recover from the non-prevailing party or parties Company the associated reasonable legal fees and costs in connection with any such action, in the event Rxxx prevails in such action or proceeding.

Claims Against Trust Account. The Company Company, NewCo and Merger Sub agree that, notwithstanding any other provision contained in this Agreement, the Company Company, NewCo and Merger Sub do not nowhave, nor and shall not at any time hereafterprior to the Closing have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between the Company, NewCo and/or Merger Sub on the one hand, and SPAC on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contractContract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 7.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, the Company, NewCo and Merger Sub hereby irrevocably waives any Claim it and its Affiliates may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company Company, NewCo or Merger Sub from pursuing a claim against SPAC or any other person (a) for legal relief against monies or other assets of SPAC 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, 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 stockholdersRights)) or for Fraud or (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out b) for damages for breach of this Agreement against SPAC or any of their respective successor entities in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; providedreason and SPAC consummates, howeverdirectly or indirectly, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon a business combination transaction, whether by SPAC and its respective affiliates to induce SPAC to enter into this Agreementway of a purchase of assets or securities or merger, and the Company and Merger Sub further intend and understand such waiver to be validconsolidation or otherwise, binding and enforceable against it under applicable lawwith another party. In the event that the Company, NewCo and Merger Sub or any of the Company or Merger Sub their Affiliates commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties SPAC shall be entitled to recover from the non-prevailing party or parties Company, NewCo and Merger Sub the associated reasonable legal fees and costs in connection with any such action, in the event SPAC prevails in such action or proceeding.

Claims Against Trust Account. The Company LG Parent, Studio HoldCo and Merger Sub StudioCo each acknowledges that SEAC is a blank check company with the powers and privileges to effect an initial “Business Combination” (as defined in the SEAC Organizational Documents). LG Parent, Studio HoldCo and StudioCo each further acknowledges that, as described in SEAC’s prospectus for its initial public offering available at xxx.xxx.xxx, substantially all of SEAC’s assets consist of the cash proceeds of SEAC’s initial public offering and private placements of its securities occurring substantially simultaneously with such initial public offering, and substantially all of those proceeds have been deposited in the Trust Account. LG Parent, Studio HoldCo and StudioCo each acknowledges that it has been advised by SEAC that cash in the Trust Account may be disbursed only in the circumstances and to the Persons described in SEAC’s prospectus for its initial public offering available at xxx.xxx.xxx and in accordance with the Trust Agreement. LG Parent, Studio HoldCo and StudioCo agree that, notwithstanding any other provision contained in this Agreement, LG Parent, Studio HoldCo, StudioCo and each of the Company Studio Entities and Merger Sub their respective Subsidiaries do not nowhave, nor and shall not at any time hereafterprior to the StudioCo Amalgamation Effective Date have, have any rightclaim to, titleor make any claim against, interest or claim of any kind in or to any monies the funds in the Trust Account, or make any regardless of whether such claim against the Trust Accountarises as a result of, in connection with or relating to in any way to, the business relationship between LG Parent, Studio HoldCo, StudioCo and/or any of the Studio Entities or their respective Subsidiaries, on the one hand, and SEAC and/or the SEAC Entities on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contractContract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 5.04 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, each of LG Parent, Studio HoldCo and StudioCo hereby irrevocably waives any right, title, interest or Claim it and its Affiliates (including the Studio Entities and their respective Subsidiaries) may have, now or in the future, in or to any funds or other assets in the Trust Account and will not seek recourse against the Trust Account or any funds distributed therefrom for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub LG Parent, Studio HoldCo and StudioCo from pursuing a claim against SPAC SEAC, the SEAC Entities or any other person (a) for legal relief against monies or other assets of SPAC SEAC held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions, Transactions (including a claim for SPAC SEAC or the SEAC Entities to specifically perform its their obligations under this Agreement and cause the disbursement of the balance of the cash remaining funds in the Trust Account (after giving effect to the Redemption Rights of the SPAC’s public stockholdersRights)) or for Fraud or (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out b) for damages for breach of this Agreement against SEAC, the SEAC Entities or any of their respective successor entities in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; providedreason and SEAC consummates, howeverdirectly or indirectly, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon a business combination transaction, whether by SPAC and its respective affiliates to induce SPAC to enter into this Agreementway of a purchase of assets or securities or merger, and the Company and Merger Sub further intend and understand such waiver to be validconsolidation or otherwise, binding and enforceable against it under applicable lawwith another party. In the event that LG Parent, Studio HoldCo, StudioCo or any of the Company or Merger Sub their Affiliates commences any action or proceeding Action against or involving the funds in the Trust Fund Account in violation of the foregoing, the prevailing party or parties SEAC shall be entitled to recover from LG Parent, Studio HoldCo, StudioCo and/or the non-prevailing party or parties Studio Entities the associated reasonable legal fees and costs in connection with any such actionAction, in the event SEAC prevails in such Action.

Claims Against Trust Account. The Each of Seller and the Company and Merger Sub agree agrees that, notwithstanding any other provision contained in this Agreement, neither the Company nor Seller now has, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Closing have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to this Agreement in any way to, the business relationship between Seller or the TransactionsCompany on the one hand, and SPAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 6.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, each of Seller and the Company hereby irrevocably waives any Claim it and its Affiliates may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub Seller from pursuing a claim against SPAC, Dutch Holdco or New SPAC or any other person (a) for legal relief against monies or other assets of SPAC, Dutch Holdco or New SPAC 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, 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 stockholdersRights)) or for fraud or (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out b) for damages for breach of this Agreement against SPAC, Dutch Holdco, New SPAC or any of their respective successor entities in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; providedreason and SPAC consummates, howeverdirectly or indirectly, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon a business combination transaction, whether by SPAC and its respective affiliates to induce SPAC to enter into this Agreementway of a purchase of assets or securities or merger, and the Company and Merger Sub further intend and understand such waiver to be validconsolidation or otherwise, binding and enforceable against it under applicable lawwith another party. In the event that any of Seller, the Company or Merger Sub any of their respective Affiliates commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties SPAC shall be entitled to recover from Seller and the non-prevailing party or parties Company the associated reasonable legal fees and costs in connection with any such action, in the event SPAC prevails in such action or proceeding.

Claims Against Trust Account. The Company and Merger Sub agree agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Closing have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between the Company on the one hand, and SPAC on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 5.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, including the previous sentence, the Company hereby irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub from pursuing a claim against SPAC, SPAC Sub or any other person (a) for legal relief against monies or other assets of SPAC or SPAC 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, 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 stockholdersRights)) or for fraud or (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out b) for damages for breach of this Agreement against SPAC (or any successor entity) or SPAC Sub in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; provided, however, that the Company reason and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable lawconsummates a business combination transaction with another party. In the event that any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties SPAC shall be entitled to recover from the non-prevailing party or parties Company the associated reasonable legal fees and costs in connection with any such action., to the extent that SPAC prevails in such action or proceeding. 50

Claims Against Trust Account. The Company and Merger Sub agree agrees that, notwithstanding any other provision contained in this Agreement, neither the Company and Merger Sub do not nownor any of the Company’s affiliates, nor securityholders or Representatives has, or shall have at any time hereafterprior to the Acquisition Merger Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between the Company or any of its affiliates, securityholders or Representatives on the one hand, and SPAC on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 6.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives on behalf of itself and its affiliates, securityholders and Representatives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub from pursuing a claim against SPAC SPAC, Merger Sub, or any other person for legal relief against monies or other assets of SPAC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions, Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause Agreement) in accordance with 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 and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out terms of this Agreement or the Transactions and will not seek recourse against the Trust Account for any Released Claims; provided, however, that Agreement so long as such claim would not affect SPAC’s ability to fulfil its obligations under the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Trust Agreement, and including to effectuate the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable lawRedemption Rights. In the event that any of the Company or Merger Sub any of its affiliates, securityholders or Representatives commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties SPAC shall be entitled to recover from the non-prevailing party or parties Company the associated reasonable legal fees and costs in connection with any such action, in the event SPAC prevails in such action or proceeding.

Claims Against Trust Account. The Company Reference is made to the final prospectus of the Issuer, dated as of January 29, 2021 and Merger Sub agree filed with the SEC (Registration No. 333-248087) on February 2, 2021 (the “Prospectus”). Subscriber hereby represents and warrants that it has read the Prospectus and understands that 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 the Issuer’s public stockholders (including overallotment shares acquired by the Issuer’s underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Issuer may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Class A Common Stock pursuant to the Offer in connection with the consummation of the 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 the Issuer fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO, subject to extension by amendment to Issuer’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any Taxes, or (d) to the Issuer after or concurrently with the consummation of a Business Combination. For and in consideration of the Issuer entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees on behalf of itself and its Affiliates that, notwithstanding any other provision contained anything to the contrary in this Subscription Agreement, the Company and Merger Sub neither Subscriber nor any of its Affiliates do not now, nor 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 AccountAccount or distributions therefrom, or make any claim against the Trust AccountAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating to in any way to, this Subscription Agreement or any proposed or actual business relationship between the TransactionsIssuer or its Representatives, on the one hand, and 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 in this Section 6.3 hereafter 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 . Subscriber on behalf 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 itself and 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 and Merger Sub Affiliates hereby irrevocably waive waives any Released Claims that it 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 this Agreement of, any negotiations or Contracts with the Transactions Issuer or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any Released Claims; provided, however, that reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company Issuer or its Affiliates). Subscriber agrees and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by SPAC the Issuer and its respective affiliates Affiliates to induce SPAC the Issuer to enter into in this Subscription Agreement, and the Company Subscriber further intends and Merger Sub further intend and understand understands such waiver to be valid, binding and enforceable against it Subscriber and each of its Affiliates under applicable lawLaw. In To the event that extent Subscriber or any of the Company or Merger Sub its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Issuer or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Issuer or involving its Representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Fund Account and that such claim shall not permit Subscriber or its Affiliates (or any person claiming on any of their behalves or in violation lieu of any of them) to have any claim against the foregoingTrust Account (including any distributions therefrom) or any amounts contained therein. In the event 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 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, whether in the form of money damages or injunctive relief, the prevailing party or parties Issuer and its Representatives, as applicable, shall be entitled to recover from the non-prevailing party or parties Subscriber and its Affiliates the associated reasonable 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. The Company and Merger Sub Sio NewCo agree that, notwithstanding any other provision contained in this Agreement, the Company and Merger Sub Sio NewCo do not nowhave, nor and shall not at any time hereafterprior to the Closing have, have any rightclaim to, titleor make any claim against, interest or claim of any kind in or to any monies the funds in the Trust Account, or make any regardless of whether such claim against the Trust Accountarises as a result of, in connection with or relating to in any way to, the business relationship between the Company and/or Sio NewCo on the one hand, and SPAC and/or NewCo on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contractContract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 ‎Section 5.05 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, each of the Company and Sio NewCo hereby irrevocably waives any Claim it and its Affiliates may have, now or in the future and will not seek recourse against the funds in the Trust Account for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub Sio NewCo from pursuing a claim against SPAC SPAC, NewCo or any other person (a) for legal relief against monies or other assets of SPAC 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, Transactions (including a claim for SPAC or NewCo to specifically perform its their obligations under this Agreement and cause the disbursement of the balance of the cash remaining funds in the Trust Account (after giving effect to the Redemption Rights of the SPAC’s public stockholdersRights)) or for Fraud or (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out b) for damages for breach of this Agreement against SPAC, NewCo or any of their respective successor entities in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; providedreason and SPAC consummates, howeverdirectly or indirectly, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon a business combination transaction, whether by SPAC and its respective affiliates to induce SPAC to enter into this Agreementway of a purchase of assets or securities or merger, and the Company and Merger Sub further intend and understand such waiver to be validconsolidation or otherwise, binding and enforceable against it under applicable lawwith another party. In the event that the Company, Sio NewCo, or any of the Company or Merger Sub their Affiliates commences any action or proceeding Action against or involving the funds in the Trust Fund Account in violation of the foregoing, the prevailing party or parties SPAC shall be entitled to recover from the non-prevailing party or parties Company and Sio NewCo the associated reasonable legal fees and costs in connection with any such actionAction, in the event SPAC prevails in such Action.

Claims Against Trust Account. The Company Each of the Company, Topco and Topco Merger Sub agree agrees that, notwithstanding any other provision contained in this Agreement, none of the Company and Company, Topco or Topco Merger Sub do does now have, and shall not now, nor shall at any time hereafterprior to the Merger Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between or among the Company, Topco or Topco Merger Sub, on the one hand, and Concord, on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 8.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, each of the Company, Topco and Topco Merger Sub hereby irrevocably waives any Claim it may have, now or in the future and agree that they will not seek recourse against the Trust Fund for any reason whatsoever in respect of any Claim; provided, however, that the foregoing waiver will not limit or prohibit the Company Company, Topco or Topco Merger Sub from pursuing a claim against SPAC Concord or any other person for legal relief against monies or other assets of SPAC Concord 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, Transactions (including a claim for SPAC Concord 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 stockholdersRights)) (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of this Agreement or the Transactions and will not seek recourse against the Trust Account for any Released Claims; provided, however, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable lawfraud. In the event that any of the Company Company, Topco or Topco Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties Concord shall be entitled to recover from the non-prevailing party or parties such Party the associated reasonable legal fees and costs in connection with any such action, in the event Concord prevails in such action or proceeding.

Claims Against Trust Account. The Company and Merger Sub agree agrees that, notwithstanding any other provision contained in this Agreement, the Company and Merger Sub do does not now, nor 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 make any claim against the Trust Account, in connection with or relating to this Agreement or the Transactionstransactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 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 the Athena, Merger Sub or any other person for legal relief against monies or other assets of SPAC the Athena held outside of the Trust Account (including any funds that have been released from the Trust Account and any asset that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with the Transactionstransaction contemplated hereby, including a claim for SPAC Athena 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 redemption rights of the SPAC’s public stockholders) Public Stockholders), or for fraud (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive waives any Released Claims that it the Company may have against the Trust Account now or in the future as a result of, or arising out of this Agreement or the Transactions transactions contemplated hereby and will not seek recourse against the Trust Account for any Released Claims; provided, however, that the Company and Merger Sub do does not waive any Retained Claims. The Company agrees and Merger Sub agree and acknowledge acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC Athena and its Merger Sub and their respective affiliates to induce SPAC Athena and Merger Sub to enter into this Agreement, and the Company further intends and Merger Sub further intend and understand understands such waiver to be valid, binding and enforceable against it the Company under applicable law. In the event that any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party Athena or parties Merger Sub shall be entitled to recover from the non-prevailing party or parties Company the associated reasonable legal fees and costs in connection with any such action, in the event Athena or Merger Sub, as applicable, prevails in such action or proceeding.

Claims Against Trust Account. The Company and Merger Sub agree Each of the Bluescape Parties agrees that, notwithstanding any other provision contained in this Agreement, each of the Company Bluescape Parties does not now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Closing have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between the Company on the one hand, and SPAC on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 5.03 as the “Released Claims”). Each of the Bluescape Parties acknowledges and agrees that SPAC has established the Trust Account for the benefit of the public stockholders of SPAC, which holds proceeds of its initial public offering. Notwithstanding any other provision contained in this Agreement, including the previous sentence, each of the Bluescape Parties hereby irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub from pursuing a claim against SPAC 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 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, 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 stockholdersRights)) or for fraud or (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out b) for damages for breach of this Agreement against SPAC (or any successor entity) or OpCo in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; provided, however, that reason and SPAC consummates a business combination transaction with another party. Each of the Company Bluescape Parties acknowledge and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC SPAC, OpCo and its respective affiliates the Sponsor to induce SPAC and OpCo to enter into this Agreement, and the Company and Merger Sub Bluescape Parties further intend and understand such waiver to be valid, binding and enforceable against it the Company and the Company Subsidiaries and persons that they have the authority to bind under applicable lawLaw. In the event that any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties SPAC shall be entitled to recover from the non-prevailing party or parties Company the associated reasonable legal fees and costs in connection with any such action., to the extent SPAC prevails in such action or proceeding. 58

Claims Against Trust Account. The Company and Merger Sub agree agrees that, notwithstanding any other provision contained in this Agreement, neither the Company and Merger Sub do not nownor any of the Company’s Affiliates, nor securityholders or Representatives has, or shall have at any time hereafterprior to the Acquisition Merger Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between the Company or any of its Affiliates, securityholders or Representatives on the one hand, and SPAC on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 6.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives on behalf of itself and its Affiliates, securityholders and Representatives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub from pursuing a claim against SPAC SPAC, Holdings, Merger Sub, or any other person for legal relief against monies or other assets of SPAC SPAC, Holdings or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions, Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause Agreement) in accordance with 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 and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out terms of this Agreement or the Transactions and will not seek recourse against the Trust Account for any Released Claims; provided, however, that Agreement so long as such claim would not affect SPAC’s ability to fulfil its obligations under the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Trust Agreement, and including to effectuate the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable lawRedemption Rights. In the event that any of the Company or Merger Sub any of its Affiliates, securityholders or Representatives commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties SPAC shall be entitled to recover from the non-prevailing party or parties Company the associated reasonable legal fees and costs in connection with any such action, in the event SPAC prevails in such action or proceeding.

Claims Against Trust Account. The Company and Merger Sub agree agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between the Company on the one hand, and DCRB on the other hand, this Agreement Agreement, any Ancillary Agreement, the Transactions or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 6.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub from pursuing a claim against SPAC DCRB, Merger Sub or any other person (a) for legal relief against monies or other assets of SPAC DCRB or Merger Sub held outside of the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with the Transactions, Transactions (including a claim for SPAC DCRB 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 stockholdersRights)) or for fraud or (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out b) for damages for breach of this Agreement against DCRB (or any successor entity) or Merger Sub in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; provided, however, that the Company reason and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable lawDCRB consummates a business combination transaction with another party. In the event that any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties DCRB shall be entitled to recover from the non-prevailing party or parties Company the associated reasonable legal fees and costs in connection with any such action, in the event DCRB prevails in such action or proceeding.

Claims Against Trust Account. The Company and Merger Sub agree agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between the Company on the one hand, and DCRC on the other hand, this Agreement Agreement, any Ancillary Agreement, the Transactions or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 6.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub from pursuing a claim against SPAC DCRC, Merger Sub or any other person (a) for legal relief against monies or other assets of SPAC DCRC or Merger Sub held outside of the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with the Transactions, Transactions (including a claim for SPAC DCRC 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 stockholdersRights)) or for fraud or (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out b) for damages for breach of this Agreement against DCRC (or any successor entity) or Merger Sub in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; provided, however, that the Company reason and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable lawDCRC consummates a business combination transaction with another party. In the event that any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties DCRC shall be entitled to recover from the non-prevailing party or parties Company the associated reasonable legal fees and costs in connection with any such action, in the event DCRC prevails in such action or proceeding. Notwithstanding the foregoing, the foregoing waiver will not limit or prohibit the Company from pursuing a claim against DCRC, Merger Sub or any other person for legal relief against monies or other assets of the DCRC or Merger Sub held outside of the Trust Account (including any amounts that were in the Trust Account but subsequently released therefrom) or for specific performance or other equitable relief in connection with the Transactions.

Claims Against Trust Account. The Company acknowledges that GAMC is a special purpose acquisition company with the power and Merger Sub agree 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 has read the GAMC SEC Reports, the GAMC Organizational Documents and understands that GAMC has established the Trust Account described therein for the benefit of GAMC’s public stockholders that disbursement from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that GAMC’s sole assets consist of the cash proceeds of GAMC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. Accordingly, the Company (on behalf of itself and its affiliates) agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between the Company on the one hand, and GAMC on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 6.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, the Company (on behalf of itself and its affiliates) hereby irrevocably waives any Claim they may have, now or in the future and will not seek recourse against the Trust Fund or any trustee of the Trust Account and GAMC for any reason whatsoever; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub from pursuing a claim against SPAC GAMC, Merger Sub or any other person for legal relief against monies or other assets of SPAC GAMC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions, including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemption Rights of the SPAC’s public stockholders) (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of this Agreement or the Transactions and will not seek recourse against the Trust Account for any Released Claims; provided, however, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable law. In the event that any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties GAMC shall be entitled to recover from the non-prevailing party or parties Company the associated reasonable legal fees and costs in connection with any such action, in the event GAMC prevails in such action or proceeding. The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by GAMC and its affiliates to induce GAMC to enter 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. This Section 6.03 shall survive the termination of this Agreement for any reason.

Claims Against Trust Account. The Company acknowledges that SPAC is a special purpose acquisition company with the power and Merger Sub agree 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 has read SPAC’s final prospectus, dated as of September 2, 2021 and the other SPAC SEC Reports and the SPAC Governing Documents and understands that SPAC has established the Trust Account described therein for the benefit of SPAC Shareholders that disbursement from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. The Company further acknowledges that, if the Company Amalgamation and the other Transactions are not consummated by the Outside Date, SPAC shall be obligated to return to its shareholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself and its affiliates) agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Company Amalgamation Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between the Company on the one hand, and SPAC on the other hand, this Agreement or the TransactionsAncillary Agreements, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 6.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, the Company (on behalf of itself and its Affiliates) hereby irrevocably waives any Claim they may have, now or in the future and shall not seek recourse against the Trust Fund, any trustee of the Trust Account and SPAC for any reason whatsoever; provided, however, that (x) the foregoing waiver will shall not limit or prohibit the Company or Merger Sub from pursuing a claim against SPAC SPAC, Newco or any other person Person for legal relief against monies or other assets of SPAC or Newco held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions, 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 Fund (after giving effect to the Redemption Rights SPAC share redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect SPAC’s ability to fulfill its obligations to effectuate the SPAC share redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any Claims that the Company may have in the future against SPAC’s assets or funds that are not held in the Trust Fund (including any funds that have been released from the Trust Fund and any assets that have been purchased or acquired with any such funds). In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the SPAC’s public stockholders) (foregoing, SPAC shall be entitled to recover from the “Retained Claims”)Company the associated reasonable legal fees and costs in connection with any such action, in the event SPAC prevails in such action or proceeding. The Company agrees and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of this Agreement or the Transactions and will not seek recourse against the Trust Account for any Released Claims; provided, however, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into in this Agreement, and the Company further intends and Merger Sub further intend and understand understands such waiver to be valid, binding and enforceable against it the Company and each of its Affiliates under applicable lawLaw. In This Section 6.03 shall survive the event that termination of this Agreement for any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties shall be entitled to recover from the non-prevailing party or parties the associated reasonable legal fees and costs in connection with any such action.reason. 66

Claims Against Trust Account. The Company acknowledges that Apex is a blank check company with the powers and Merger Sub agree privileges to effect a Business Combination. The Company further acknowledges that, notwithstanding as described in the prospectus of Apex dated September 16, 2019 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of Apex assets consist of the cash proceeds of Apex’s initial public offering and substantially all of those proceeds have been deposited in the Trust Account for the benefit of Apex, certain of its public stockholders and the underwriters of Apex’s initial public offering. The Company acknowledges that it has been advised by 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 described in the Prospectus; (ii) if Apex fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Apex in limited amounts to permit Apex to pay the costs and expenses of its liquidation and dissolution, and then to Apex’s public stockholders; and (iii) if Apex holds a stockholder vote to amend the Apex Organizational Documents to modify the substance or timing of the obligation to redeem 100% of Apex Class A Common Stock if Apex fails to complete a Business Combination within the allotted time period, then for the redemption of any other provision contained Apex Class A Common Stock properly tendered in connection with such vote. For and in consideration of Apex entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company and Merger Sub do not now, nor shall at any time hereafter, have hereby 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, Account or make any claim distributions therefrom and agree not to seek recourse against the Trust AccountAccount or any funds distributed therefrom as a result of, in connection with or relating to arising out of, this Agreement and any negotiations, contracts or the Transactions, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 as the “Released Claims”)agreements with Apex; provided, however, that the foregoing waiver will not (x) nothing herein shall serve to limit or prohibit the Company or Merger Sub from pursuing Company’s right to pursue a claim against SPAC or any other person Apex for legal relief against monies or other assets of SPAC held outside of the Trust Account or Account, for specific performance or other equitable relief in connection with the Transactions, consummation of the transactions (including a claim for SPAC Apex 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 Rights) to the Company Stockholders in accordance with the terms of this Agreement and the SPACTrust Agreement) so long as such claim would not affect Apex’s public stockholdersability 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 “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have in the future against Apex’s assets or funds that are not held in the Trust Account now or in the future as a result of, or arising out of this Agreement or the Transactions and will not seek recourse against (including any funds that have been released from the Trust Account for and any Released Claims; provided, however, assets that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable law. In the event that any of the Company have been purchased or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties shall be entitled to recover from the non-prevailing party or parties the associated reasonable legal fees and costs in connection acquired with any such action.funds). 77

Claims Against Trust Account. The Company acknowledges and Merger Sub agree agrees that the Company has had the opportunity to read BAC’s final prospectus, dated as of September 27, 2021 and other BAC SEC Reports, the BAC Organizational Documents and understands that BAC has established the Trust Account described therein for the benefit of BAC’s public stockholders, and that disbursement from the Trust Account is available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that BAC’s sole assets consist of the cash proceeds of BAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. Accordingly, the Company (on behalf of itself and its affiliates) agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between the Company on the one hand, and BAC on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 6.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, the Company (on behalf of itself and its affiliates) hereby irrevocably waives any Claim they may have, now or in the future and will not seek recourse against the Trust Fund or any trustee of the Trust Fund and BAC for any reason whatsoever prior to the Effective Time; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub from pursuing a claim against SPAC BAC, Merger Sub or any other person for legal relief against monies or other assets of SPAC BAC or Merger Sub held outside of the Trust Account Fund 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 and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of this Agreement or the Transactions and will not seek recourse against the Trust Account for any Released Claims; provided, however, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable law. In the event that any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties BAC shall be entitled to recover from the non-prevailing party or parties Company the associated reasonable legal fees and costs in connection with any such action, in the event BAC prevails in such action or proceeding. The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by BAC and its affiliates to induce BAC to enter 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. This Section 6.03 shall survive the termination of this Agreement for any reason.

Claims Against Trust Account. The Company provisions set forth in Section 8.1 of the Merger Agreement, as in effect as of the date hereof, are hereby incorporated by reference into, and Merger Sub agree thatshall be deemed to apply to, notwithstanding any other provision contained in this Agreement, mutatis mutandis. In witness whereof, the Company parties hereto have caused this Agreement to be executed as of the date first set forth above. INNOVATIVE INTERNATIONAL ACQUISITION CORP. By: Name: Title: In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above. ZOOMCAR, INC. By: Name: Title: In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above. [SECURITYHOLDER] By: Name: Title: Schedule A1 1 The exhibits and Merger Sub do not now, nor 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 make any claim against the Trust Account, in connection with or relating schedules to this Agreement or Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the TransactionsSEC a copy of all omitted exhibits and schedules upon its request. EXHIBIT A JOINDER Reference is hereby made to that certain Stockholder Support Agreement, regardless dated as of whether such claim arises based on contract[ ], tort2022, equity or any other theory of legal liability by and among (any i) Innovative International Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (ii) Zoomcar, Inc., a Delaware corporation, and all such claims are collectively referred (iii) the Securityholders (as defined therein) (as amended from time to in this Section 6.3 as time, 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 ClaimsStockholder Support Agreement”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may Capitalized terms used but not otherwise defined herein shall have against the Trust Account now or meanings ascribed to such terms in the future Stockholder Support Agreement. The undersigned agrees that this joinder to the Stockholder Support Agreement is being executed and delivered in favor of, and to, SPAC for good and valuable consideration. The undersigned hxxxxx agrees to and does become party to the Stockholder Support Agreement as a result of, or arising out of this Agreement or Securityholder. This joinder shall serve as a counterpart signature page to the Transactions and will not seek recourse against the Trust Account for any Released Claims; provided, however, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Stockholder Support Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable law. In the event that any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoingexecuting below, the prevailing undersigned is deemed to have executed the Stockholder Support Agreement with the same force and effect as if originally named a party or parties shall be entitled to recover from the non-prevailing party or parties the associated reasonable legal fees and costs in connection with any such actionthereto.

Claims Against Trust Account. The Company and Merger Sub NewCo agree that, notwithstanding any other provision contained in this Agreement, the Company and Merger Sub NewCo do not nowhave, nor and shall not at any time hereafterprior to the Closing have, have any rightclaim to, titleor make any claim against, interest or claim of any kind in or to any monies the funds in the Trust Account, or make any regardless of whether such claim against the Trust Accountarises as a result of, in connection with or relating to in any way to, the business relationship between the Company and/or NewCo on the one hand, and SPAC and/or AmalCo on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contractContract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 5.05 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, each of the Company and NewCo hereby irrevocably waives any Claim it and its Affiliates may have, now or in the future and will not seek recourse against the funds in the Trust Account for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub NewCo from pursuing a claim against SPAC SPAC, AmalCo or any other person (a) for legal relief against monies or other assets of SPAC 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, Transactions (including a claim for SPAC or AmalCo to specifically perform its their obligations under this Agreement and cause the disbursement of the balance of the cash remaining funds in the Trust Account (after giving effect to the Redemption Rights of the SPAC’s public stockholdersRights)) or for Fraud or (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out b) for damages for breach of this Agreement against SPAC, AmalCo or any of their respective successor entities in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; providedreason and SPAC consummates, howeverdirectly or indirectly, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon a business combination transaction, whether by SPAC and its respective affiliates to induce SPAC to enter into this Agreementway of a purchase of assets or securities or merger, and the Company and Merger Sub further intend and understand such waiver to be validconsolidation or otherwise, binding and enforceable against it under applicable lawwith another party. In the event that the Company, NewCo, or any of the Company or Merger Sub their Affiliates commences any action or proceeding Action against or involving the funds in the Trust Fund Account in violation of the foregoing, the prevailing party or parties SPAC shall be entitled to recover from the non-prevailing party or parties Company and NewCo the associated reasonable legal fees and costs in connection with any such actionAction, in the event SPAC prevails in such Action.

Claims Against Trust Account. The Each of the Sellers and the Company and Merger Sub agree agrees that, notwithstanding any other provision contained in this Agreement, neither the Company nor the Sellers now has, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Closing have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to this Agreement in any way to, the business relationship between the Sellers or the TransactionsCompany or their Affiliates on the one hand, and SPAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 6.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, each of the Sellers and the Company hereby irrevocably waives any Claim it and its Affiliates may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub the Sellers from pursuing a claim against SPAC, Irish Holdco or New SPAC or any other person (a) for legal relief against monies or other assets of SPAC, Irish Holdco or New SPAC held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions, including a claim Transactions or (b) 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 and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out damages for breach of this Agreement against SPAC, Irish Holdco, New SPAC or any of their respective successor entities in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; providedreason and SPAC consummates, howeverdirectly or indirectly, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon a business combination transaction, whether by SPAC and its respective affiliates to induce SPAC to enter into this Agreementway of a purchase of assets or securities or merger, and the Company and Merger Sub further intend and understand such waiver to be validconsolidation or otherwise, binding and enforceable against it under applicable lawwith another party. In the event that any of the Sellers, the Company or Merger Sub any of their respective Affiliates commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties SPAC shall be entitled to recover from the non-prevailing party or parties Sellers and the Company the associated reasonable legal fees and costs in connection with any such action, in the event SPAC prevails in such action or proceeding.

Claims Against Trust Account. The Company and Merger Sub agree agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Company Merger Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between the Company on the one hand, and SPAC on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 6.04 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub from pursuing a claim against SPAC SPAC, BVI Merger Sub or any other person (a) for legal relief against monies or other assets of SPAC or BVI Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions, 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 Rights)) or (b) for damages (subject to the provisions of the SPAC’s public stockholdersthis Agreement) (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out for breach of this Agreement against SPAC (or any successor entity) or BVI Merger Sub in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; provided, however, that the Company reason and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable lawconsummates a business combination transaction with another party. In the event that any of the Company or Merger Sub commences any action or proceeding Action against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties SPAC shall be entitled to recover from the non-prevailing party or parties Company the associated reasonable legal fees and costs in connection with any such action, in the event SPAC prevails in such Action.

Claims Against Trust Account. The Company acknowledges that SPAC is 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 has read SPAC’s final prospectus, dated as of November 3, 2021, and other SPAC SEC Reports, the SPAC Organizational Documents and understands that SPAC has established the Trust Account described therein for the benefit of SPAC’s public stockholders, and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the Merger Sub agree and the other Transactions are not consummated by November 8, 2023, or such later date pursuant to a SPAC Extension, SPAC will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company (on behalf of itself and its affiliates) agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between the Company on the one hand, and SPAC on the other hand, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 6.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, the Company (on behalf of itself and its affiliates) hereby irrevocably waives any Claim they may have, now or in the future and will not seek recourse against the Trust Fund or any trustee of the Trust Account and SPAC for any reason whatsoever; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub from pursuing a claim against SPAC SPAC, Merger Sub or any other person (a) for legal relief against monies or other assets of SPAC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions, including a claim for SPAC to specifically perform its obligations under this Agreement and cause . In the disbursement event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the balance of foregoing, SPAC shall be entitled to recover from the cash remaining Company the associated reasonable legal fees and costs in connection with any such action, in the Trust Account (after giving effect to the Redemption Rights of the SPAC’s public stockholders) (the “Retained Claims”)event SPAC prevails in such action or proceeding. The Company agrees and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of this Agreement or the Transactions and will not seek recourse against the Trust Account for any Released Claims; provided, however, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into in this Agreement, and the Company further intends and Merger Sub further intend and understand understands such waiver to be valid, binding and enforceable against it the Company and each of its affiliates under applicable law. In This Section 6.03 shall survive the event that termination of this Agreement for any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties shall be entitled to recover from the non-prevailing party or parties the associated reasonable legal fees and costs in connection with any such action.reason. 71

Claims Against Trust Account. The Company and Each of Holdco, Merger Sub agree and the Company agrees that, notwithstanding any other provision contained in this Agreement, none of Holdco, Merger Sub or the Company does now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Merger Effective Time have, have any right, title, interest or claim of any kind in or to any monies in the Trust Accountto, or make any claim against against, the Trust AccountFund, regardless of whether such claim arises as a result of, in connection with or relating to in any way to, the business relationship between or among Holdco, Merger Sub, the Company and SPAC, this Agreement Agreement, or the Transactionsany other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims against the Trust Fund are collectively referred to in this Section 6.3 7.03 as the “Released Claims”); . Notwithstanding any other provision contained in this Agreement, each of Holdco, Merger Sub and the Company hereby irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof provided, however, that the foregoing waiver will not limit or prohibit any of Holdco, Merger Sub or the Company or Merger Sub from pursuing a claim against SPAC or any other person (a) 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 Transactions or (b) 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 and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out damages for breach of this Agreement against SPAC (or any successor entity) in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; provided, however, that the Company reason and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable lawconsummates a business combination transaction with another party. In the event that any of Holdco, Merger Sub or the Company or Merger Sub commences any action or proceeding Claims against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties SPAC shall be entitled to recover from Holdco, Merger Sub or the non-prevailing party or parties Company, as applicable the associated reasonable legal fees and costs in connection with any such action, in the event SPAC prevails in such action or proceeding.

Claims Against Trust Account. The Company Each of the Parties hereby acknowledges that the Trust Account contains the proceeds of SPAC’s initial public offering and Merger Sub agree that, notwithstanding any from certain private placements occurring simultaneously with the initial public offering (including interest accrued from time to time thereon) for the benefit of the SPAC’s public shareholders and certain other provision contained parties (including the underwriters of its initial public offering). For and in consideration of the SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Seller and the Company hereby agrees (on its own behalf and Merger Sub do on behalf of its Affiliates and other related parties) that it does not now, nor now and shall not at any time hereafter, hereafter have any right, title, interest or claim of any kind in or to the Trust Account or any monies or other assets in the Trust Account, or and shall not make any claim against the Trust Account or any monies or other assets in the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or the Transactionsany other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 hereafter as the “Released Claims”); provided, however, that the foregoing waiver will not that: (i) nothing herein shall serve to limit or prohibit the Company Seller or Merger Sub from pursuing Company’s right to pursue a claim against SPAC or any other person for legal relief against monies or other assets of SPAC 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 this Agreement or the Transactions, Transactions (including a claim for SPAC to specifically specially perform its obligations under this Agreement the Transaction Documents and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemption Rights Seller or Company in accordance with the terms of the Transaction Documents, to the extent it is fully executed in the future by the parties thereto) or for fraud; and (ii) nothing herein shall serve to limit or prohibit any claims that the Seller or Company may have in the future for breaches of this Agreement and/or pursuant to the other Transaction Documents, in each case, against SPAC’s public stockholders) (assets or funds that are not held in the “Retained Claims”)Trust Account and/or SPAC, and/or any of its successor entities in the event this Agreement is terminated for any reason and SPAC 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 Each of the Seller and Company and Merger Sub hereby irrevocably waive waives (on its own behalf and on behalf of its Affiliates and other related parties) any Released Claims that it may have against the Trust Account or any monies or other assets in the Trust Account now or in the future as a result of, or arising out of this Agreement of, any discussions, contracts or the Transactions agreements with SPAC and will not seek recourse against the Trust Account or any monies or other assets in the Trust Account for any Released Claims; provided, however, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable law. In the event that any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties shall be entitled to recover from the non-prevailing party or parties the associated reasonable legal fees and costs in connection with any such actionreason whatsoever.

Claims Against Trust Account. The Company and Each of the Company, Merger Sub agree and MultiplAI agrees that, notwithstanding any other provision contained in this Agreement, none of the Company and Company, Merger Sub do or MultiplAI has, and shall not now, nor shall at any time hereafterprior to the Merger Effective Time have, have any rightclaim to, titleor make any claim against, interest or claim the trust fund established by SPAC for the benefit of any kind in or to any monies its Public Shareholders (the “Trust Fund”) maintained in the Trust Account, or make any regardless of whether such claim against the Trust Accountarises as a result of, in connection with or relating to in any way to, the business relationship between or among the Company, Merger Sub, MultiplAI and SPAC, this Agreement or the Transactionsany other Transaction Document or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims against the Trust Fund are collectively referred to in this Section 6.3 8.11 as the “Released Waived Claims”); . Notwithstanding any other provision contained in this Agreement, each of the Company, Merger Sub and MultiplAI hereby irrevocably waives any Waived Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof provided, however, that the foregoing waiver will not limit or prohibit any of the Company or Company, Merger Sub or MultiplAI 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 (including, in the event this Agreement is terminated for any reason, any Trust Funds that have been released from the Trust Account to SPAC upon the closing of a Competing SPAC Transaction and any assets that have been purchased or acquired with any such amounts) 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 and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of this Agreement or the Transactions and will not seek recourse against the Trust Account for any Released Claims; provided, however, that the Company and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable law. In the event that any of the Company or Company, Merger Sub or MultiplAI commences any action or proceeding Waived Claims against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties SPAC shall be entitled to recover from the non-prevailing party Company, Merger Sub or parties MultiplAI, as applicable, the associated reasonable legal fees and costs in connection with any such action, in the event SPAC prevails in such action or proceeding.

Claims Against Trust Account. Reference is made to the final prospectus of Parent, dated as of February 25, 2022 and filed with the SEC (Registration No. 333-262298) on March 1, 2022 (the “Prospectus”). The Company hereby represents and Merger Sub agree 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 15 months (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 that, notwithstanding any other provision contained anything to the contrary in this Agreement, neither the Company and Merger Sub nor any of its affiliates do not now, nor 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 AccountAccount or distributions therefrom, or make any claim against the Trust AccountAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating to in any way to, this Agreement or any proposed or actual business relationship between Parent or its Representatives, on the Transactionsone 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 in this Section 6.3 hereafter 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 Merger Sub its affiliates hereby irrevocably waive waives any Released Claims that it 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 this Agreement of, any negotiations, contracts or the Transactions agreements with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any Released Claims; provided, however, that the Company and Merger Sub do not waive reason whatsoever (including for an alleged breach (including a Willful Breach) of this Agreement or any Retained Claimsother agreement with Parent or its affiliates). The Company agrees and Merger Sub agree and acknowledge acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC Parent and its respective affiliates to induce SPAC Parent to enter into this Agreement, and the Company further intends and Merger Sub further intend and understand understands such waiver to be valid, binding and enforceable against it the Company and each of its affiliates under applicable lawLaw. In To the event that any of extent the Company or Merger Sub 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 involving 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 Fund Account and that such claim shall not permit the Company or its affiliates (or any person claiming on any of their behalves or in violation lieu of any of them) to have any claim against the foregoingTrust Account (including any distributions therefrom) or any amounts contained therein. In the event 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 prevailing party Trust Account (including any distributions therefrom) or parties the Public Stockholders of Parent, whether in the form of money damages or injunctive relief, Parent and its Representatives, as applicable, shall be entitled to recover from the non-prevailing party or parties Company and its affiliates the associated reasonable 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. The Company and Merger Sub agree agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and Merger Sub do shall not now, nor shall at any time hereafterprior to the Effective Time have, have any claim to, or right, title, title or interest or claim of any kind in or to any monies in the Trust Accountin, or make any claim against against, or assert any right, title or interest in, the Trust AccountFund, regardless of whether such claim, right, title or interest arises as a result of, in connection with or relating to in any way to, the business relationship between the Company on the one hand, and Acquiror on the other hand, this Agreement Agreement, or the Transactionsany 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 in this Section 6.3 6.03 as the “Released Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company or Merger Sub from pursuing a claim against SPAC Acquiror, First Merger Sub, Second Merger Sub or any other person (a) for legal relief against monies or other assets of SPAC Acquiror, 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, Transactions (including a claim for SPAC Acquiror 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 stockholdersRights)) or (the “Retained Claims”). The Company and Merger Sub hereby irrevocably waive any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out b) for damages for breach of this Agreement against Acquiror (or any successor entity), First Merger Sub or Second Merger Sub in the Transactions and will not seek recourse against the Trust Account event this Agreement is terminated for any Released Claims; provided, however, that the Company reason and Merger Sub do not waive any Retained Claims. The Company and Merger Sub agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its respective affiliates to induce SPAC to enter into this Agreement, and the Company and Merger Sub further intend and understand such waiver to be valid, binding and enforceable against it under applicable lawAcquiror consummates a business combination transaction with another party. In the event that any of the Company or Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, the prevailing party or parties Acquiror shall be entitled to recover from the non-prevailing party or parties Company the associated reasonable legal fees and costs in connection with any such action, in the event Acquiror prevails in such action or proceeding.