Common use of Claims Against Trust Account Clause in Contracts

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and DCRC on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against DCRC, Merger Sub or any other person (a) for legal relief against monies or other assets of 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 (including a claim for 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)) or for fraud or (b) for damages for breach of this Agreement against DCRC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and DCRC consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC shall be entitled to recover from the 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 (a) Each Group Company understands that, except for a portion of the interest earned on the amounts held in the Trust Account, Tastemaker may disburse or cause to be disbursed monies from the Trust Account only: (i) to Redeeming Stockholders who exercise their Redemption Rights or in the event of the dissolution and liquidation of Tastemaker; (ii) to Tastemaker (less Tastemaker’s deferred underwriting compensation obligation) after Tastemaker consummates a business combination; or (iii) as consideration to the sellers of a target business with which Tastemaker completes a business combination. (b) Each party hereto agrees that, notwithstanding any other provision contained in this AgreementAgreement or any other Transaction Document, the Company such party does not now have, and shall not at any time prior to the Effective Time haveTime, have any claim to, or make any claim against, the Trust FundAccount, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between any of the Company parties hereto on the one hand, and DCRC Tastemaker on the other hand, this Agreement, any Ancillary Agreementother Transaction Document, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 Article IX as the “Claims”). Notwithstanding any other provision contained in this AgreementAgreement or any other Transaction Document, the Company each party hereto hereby irrevocably waives any Claim it may have, now or in the future (in each case, however, for a time period prior to the Effective Time only), and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company or limit any party hereto from (i) pursuing a claim against DCRC, Merger Sub Tastemaker or any other person (a) for legal relief against monies or other assets the stockholders of DCRC or Merger Sub held outside Tastemaker pursuant to Section 10.06 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 this Agreement for specific performance or other equitable relief (but not any monetary relief) in connection with the Transactions or (including a claim for DCRC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining ii) pursuing any claims that any such party hereto may have against Tastemaker’s assets or funds that are not held in the Trust Account (after giving effect to the Redemption Rights)) or for fraud or (b) for damages for breach of this Agreement against DCRC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and DCRC consummates a business combination transaction with another partyAccount. In the event that any of the Company parties hereto commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Tastemaker or its Representatives which proceeding seeks, in whole or in part, relief against or involving the Trust Fund Account (including any distribution therefrom) or Tastemaker’s public shareholders, whether in violation the form of the foregoingmoney damages or injunctive relief, DCRC Tastemaker and its Representatives, as applicable, shall be entitled to recover from any the Company Companies the associated reasonable legal fees and costs in connection with any such action, in the event DCRC Tastemaker or its Representatives, as applicable, 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 agrees and Sio NewCo agree that, notwithstanding any other provision contained in this Agreement, the Company does and Sio NewCo do not now have, and shall not at any time prior to the Effective Time Closing have, any claim to, or make any claim against, the funds in the Trust FundAccount, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company and/or Sio NewCo on the one hand, and DCRC SPAC and/or NewCo on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any 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 6.03 ‎Section 5.05 as the “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 Fund Account for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company or Sio NewCo from pursuing a claim against DCRCSPAC, Merger Sub NewCo or any other person (a) for legal relief against monies or other assets of DCRC or Merger Sub 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 (including a claim for DCRC 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)) or for fraud Fraud or (b) for damages for breach of this Agreement against DCRC (SPAC, NewCo or any of their respective successor entity) or Merger Sub entities in the event this Agreement is terminated for any reason and DCRC consummates SPAC consummates, directly or indirectly, a business combination transaction transaction, whether by way of a purchase of assets or securities or merger, consolidation or otherwise, with another party. In the event that the Company Company, Sio NewCo, or any of their Affiliates commences any action or proceeding Action against or involving the funds in the Trust Fund Account in violation of the foregoing, DCRC SPAC shall be entitled to recover from the Company and Sio NewCo the associated reasonable legal fees and costs in connection with any such actionAction, in the event DCRC SPAC 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 TransactionsAction.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now havenow, and nor shall not at any time prior hereafter, have any right, title, interest or claim of any kind in or to any monies in the Effective Time have, any claim toTrust Account, or make any claim against, against the Trust Fund, regardless of whether such claim arises as a result ofAccount, in connection with or relating in any way toto this Agreement or the transactions contemplated hereby, the business relationship between the Company on the one hand, and DCRC on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 6.3 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 from pursuing a claim against DCRCthe Athena, Merger Sub or any other person (a) for legal relief against monies or other assets of DCRC or Merger Sub the Athena held outside of the Trust Account (including any funds that have been released from the Trust Account and any assets asset that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with the Transactions (transaction contemplated hereby, including a claim for DCRC 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 Rightsredemption rights of the Public Stockholders)) , or for fraud (the “Retained Claims”). The Company hereby irrevocably waives any Released Claims that the Company may have against the Trust Account now or (b) for damages for breach in the future as a result of, or arising out of this Agreement or the transactions contemplated hereby and will not seek recourse against DCRC (or the Trust Account for any successor entity) or Released Claims; provided, however, that the Company does not waive any Retained Claims. The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Athena and Merger Sub in and their respective affiliates to induce Athena and Merger Sub to enter into this Agreement, and the event this Agreement is terminated for any reason Company further intends and DCRC consummates a business combination transaction with another partyunderstands such waiver to be valid, binding and enforceable against the Company under applicable law. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC Athena or Merger Sub shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event DCRC Athena or Merger Sub, as applicable, 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 Each of Holdco, Merger Sub and the Company agrees that, notwithstanding any other provision contained in this Agreement, none of Holdco, Merger Sub or the Company does not now have, and shall not at any time prior to the Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between or among Holdco, Merger Sub, the Company on the one hand, and DCRC on the other handSPAC, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims against the Trust Fund are collectively referred to in this Section 6.03 7.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, each of 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; thereof provided, however, that the foregoing waiver will not limit or prohibit any of Holdco, Merger Sub or the Company from pursuing a claim against DCRC, Merger Sub SPAC or any other person (a) for legal relief against monies or other assets of DCRC or Merger Sub 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 (including a claim for 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)) or for fraud or (b) for damages for breach of this Agreement against DCRC SPAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and DCRC SPAC consummates a business combination transaction with another party. In the event that any of Holdco, Merger Sub or the Company commences any action or proceeding Claims against or involving the Trust Fund in violation of the foregoing, DCRC SPAC shall be entitled to recover from Holdco, Merger Sub or the Company Company, as applicable the associated reasonable legal fees and costs in connection with any such action, in the event DCRC SPAC 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 agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now havenow, and nor shall not at any time prior hereafter, have any right, title, interest or claim of any kind in or to any monies in the Effective Time have, any claim toTrust Account, or make any claim against, against the Trust Fund, regardless of whether such claim arises as a result ofAccount, in connection with or relating in any way toto this Agreement or the transactions contemplated hereby, the business relationship between the Company on the one hand, and DCRC on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 6.3 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 from pursuing a claim against DCRCShoulderUp, Holdings or the Merger Sub Subs or any other person (a) for legal relief against monies or other assets of DCRC ShoulderUp, Holdings or the Merger Sub Subs held outside of the Trust Account (including any funds that have been released from the Trust Account and any assets asset that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with the Transactions (transaction contemplated hereby, including a claim for DCRC 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 Rightsredemption rights of the public stockholders)) , or for fraud (the “Retained Claims”). The Company hereby irrevocably waives any Released Claims that the Company may have against the Trust Account now or (b) for damages for breach in the future as a result of, or arising out of this Agreement or the transactions contemplated hereby and will not seek recourse against DCRC (or the Trust Account for any successor entity) or Merger Sub in Released Claims; provided, however, that the event Company does not waive any Retained Claims. The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement is terminated for any reason and DCRC consummates a business combination transaction with another partyspecifically relied upon by ShoulderUp, Holdings and the Merger Subs and their respective affiliates to induce ShoulderUp, Holdings and the Merger Subs to enter into this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company under applicable law. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC ShoulderUp, Holdings or the Merger Subs shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event DCRC ShoulderUp, Holdings or the Merger Subs, as applicable, 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 Each of the Company, Topco and Topco Merger Sub agrees that, notwithstanding any other provision contained in this Agreement, none of the Company Company, Topco or Topco Merger Sub does not now have, and shall not at any time prior to the Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between or among the Company Company, Topco or Topco Merger Sub, on the one hand, and DCRC Concord, on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 8.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, each of the Company 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 thereofof 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 DCRC, Merger Sub Concord or any other person (a) for legal relief against monies or other assets of DCRC or Merger Sub 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 (including a claim for DCRC 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)) or for fraud or (b) for damages for breach of this Agreement against DCRC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and DCRC consummates a business combination transaction with another partyfraud. In the event that the Company Company, Topco or Topco Merger Sub commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC Concord shall be entitled to recover from the Company such Party the associated reasonable legal fees and costs in connection with any such action, in the event DCRC Concord 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 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 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 shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and DCRC SPAC on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company (on behalf of itself and its affiliates) hereby irrevocably waives any Claim it 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 in respect thereofwhatsoever; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against DCRCSPAC, Merger Sub or any other person (a) for legal relief against monies or other assets of DCRC SPAC or Merger Sub held outside of the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with the Transactions (including a claim for 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)) or for fraud or (b) for damages for breach of this Agreement against DCRC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and DCRC consummates a business combination transaction with another partyTransactions. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC SPAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event DCRC SPAC prevails in such action or proceeding. Notwithstanding the foregoingThe Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its affiliates to induce SPAC to enter in this Agreement, the foregoing waiver will not limit or prohibit and the Company from pursuing a claim further intends and understands such waiver to be valid, binding and enforceable against DCRC, Merger Sub or the Company and each of its affiliates under applicable law. This Section 6.03 shall survive the termination of this Agreement for 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 Transactionsreason.

Claims Against Trust Account. (a) The Company understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, Barington may disburse monies from the Trust Fund only: (i) to its public stockholders who exercise their Conversion Rights or in the event of the dissolution and liquidation of Barington, (ii) to Barington after Barington consummates a Business Combination (as defined in the Barington Certificate of Incorporation) or (iii) as consideration to the sellers of a target business with which Barington completes a Business Combination. 42 (b) The Company agrees that, notwithstanding any other provision contained in this Agreement, that the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust FundFund (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and DCRC Barington on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 5.02(b) as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim it may have, now or in the future future, and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against DCRC, Merger Sub or any other person (a) for legal relief against monies or other assets of 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 (including a claim for 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 Rightsdistributions therefrom)) or for fraud or (b) for damages for breach of this Agreement against DCRC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and DCRC consummates a business combination transaction with another party. In the event that the Company commences any action Action based upon, in connection with, relating to or arising out of any matter relating to Barington, which proceeding seeks, in whole or in part, relief against or involving the Trust Fund Fund, and distributions therefrom or the public stockholders of Barington, whether in violation the form of the foregoingmonetary damages or injunctive relief, DCRC Barington shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event DCRC Barington 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 and 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 shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and DCRC BAC on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company (on behalf of itself and its affiliates) hereby irrevocably waives any Claim it 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 in respect thereofprior to the Effective Time; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against DCRCBAC, Merger Sub or any other person (a) for legal relief against monies or other assets of DCRC BAC 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) Fund or for specific performance or other equitable relief in connection with the Transactions (including a claim for 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)) or for fraud or (b) for damages for breach of this Agreement against DCRC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and DCRC consummates a business combination transaction with another partyTransactions. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC BAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event DCRC BAC prevails in such action or proceeding. Notwithstanding the foregoingThe 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, the foregoing waiver will not limit or prohibit and the Company from pursuing a claim further intends and understands such waiver to be valid, binding and enforceable against DCRC, Merger Sub or the Company and each of its affiliates under applicable law. This Section 6.03 shall survive the termination of this Agreement for 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 Transactionsreason.

Claims Against Trust Account. The Each of Seller and the Company agrees that, notwithstanding any other provision contained in this Agreement, neither the Company does not nor Seller now havehas, and shall not at any time prior to the Effective Time Closing have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between Seller or the Company on the one hand, and DCRC SPAC on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, 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 Seller from pursuing a claim against DCRCSPAC, Merger Sub Dutch Holdco or New SPAC or any other person (a) for legal relief against monies or other assets of DCRC SPAC, Dutch Holdco or Merger Sub 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 (including a claim for DCRC SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemption Rights)) or for fraud or (b) for damages for breach of this Agreement against DCRC (SPAC, Dutch Holdco, New SPAC or any of their respective successor entity) or Merger Sub entities in the event this Agreement is terminated for any reason and DCRC consummates SPAC consummates, directly or indirectly, a business combination transaction transaction, whether by way of a purchase of assets or securities or merger, consolidation or otherwise, with another party. In the event that Seller, the Company or any of their respective Affiliates commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC SPAC shall be entitled to recover from Seller and the Company the associated reasonable legal fees and costs in connection with any such action, in the event DCRC SPAC 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 agrees that, notwithstanding any other provision contained in this Agreement, neither the Company does not now havenor any of the Company’s Affiliates, and securityholders or Representatives has, or shall not have at any time prior to the Acquisition Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company or any of its Affiliates, securityholders or Representatives on the one hand, and DCRC SPAC on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives 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 in respect thereofwhatsoever; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against DCRCSPAC, Holdings, Merger Sub Sub, or any other person (a) for legal relief against monies or other assets of DCRC SPAC, Holdings or Merger Sub held outside of the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with the Transactions (including a claim for DCRC SPAC to specifically perform its obligations under this Agreement) in accordance with the terms of this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect Agreement so long as such claim would not affect SPAC’s ability to fulfil its obligations under the Trust Agreement, including to effectuate the Redemption Rights)) or for fraud or (b) for damages for breach of this Agreement against DCRC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and DCRC consummates a business combination transaction with another party. In the event that the Company or any of its Affiliates, securityholders or Representatives commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC SPAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event DCRC SPAC 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 agrees that, notwithstanding any Each of the Parties hereby acknowledges that the Trust Account contains the proceeds of SPAC’s initial public offering and 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 on behalf of its Affiliates and other related parties) that it does not now have, and shall not at any time prior hereafter have any right, title, interest or claim of any kind in or to the Effective Time haveTrust Account or any monies or other assets in the Trust Account, any claim to, or and shall not make any claim against, against the Trust FundAccount 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, the business relationship between the Company on the one hand, and DCRC on the other hand, to this Agreement, any Ancillary Agreement, the Transactions or any other agreement Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 hereafter 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 that: (i) nothing herein shall serve to limit or prohibit the Company from pursuing Seller or Company’s right to pursue a claim against DCRC, Merger Sub or any other person (a) SPAC for legal relief against monies or other assets of DCRC or Merger Sub 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 (including a claim for DCRC 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 fraud; and (ii) nothing herein shall serve to limit or (b) prohibit any claims that the Seller or Company may have in the future for damages for breach breaches of this Agreement and/or pursuant to the other Transaction Documents, in each case, against DCRC (SPAC’s assets or funds that are not held in the Trust Account and/or SPAC, and/or any of its successor entity) or Merger Sub entities in the event this Agreement is terminated for any reason and DCRC consummates SPAC consummates, directly or indirectly, a business combination transaction transaction, whether by way of a purchase of assets or securities or merger, consolidation or otherwise, with another party. In Each of the event Seller and Company hereby irrevocably waives (on its own behalf and on behalf of its Affiliates and other related parties) any Released Claims that the Company commences any action or proceeding it may have against or involving the Trust Fund in violation of the foregoing, DCRC shall be entitled to recover from the 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 Account 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) now or for specific performance in the future as a result of, or arising out of, any discussions, contracts or agreements with SPAC and will not seek recourse against the Trust Account or any monies or other equitable relief assets in connection with the TransactionsTrust Account for any reason whatsoever.

Claims Against Trust Account. The Company acknowledges that PC3 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 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 shall not at any time prior to the Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and DCRC PC3 on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company (on behalf of itself and its affiliates) hereby irrevocably waives any Claim it 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 in respect thereofwhatsoever; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against DCRCPC3, NewPubco, Merger Sub or any other person (a) for legal relief against monies or other assets of DCRC PC3, NewPubco or Merger Sub held outside of the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with the Transactions (including a claim for 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)) or for fraud or (b) for damages for breach of this Agreement against DCRC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and DCRC consummates a business combination transaction with another partyTransactions. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC PC3 shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event DCRC PC3 prevails in such action or proceeding. Notwithstanding the foregoingThe 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, the foregoing waiver will not limit or prohibit and the Company from pursuing a claim further intends and understands such waiver to be valid, binding and enforceable against DCRC, Merger Sub or the Company and each of its affiliates under applicable law. This Section 6.03 shall survive the termination of this Agreement for 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 Transactionsreason.

Claims Against Trust Account. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and DCRC Rxxx on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby 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 from pursuing a claim against DCRCRxxx, Merger Sub or any other person (a) for legal relief against monies or other assets of DCRC 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 (including a claim for DCRC 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)) or for fraud or (b) for damages for breach of this Agreement against DCRC Rxxx (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and DCRC Rxxx consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC Rxxx shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event DCRC Rxxx 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 agrees 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 Acquisition Merger 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 does not Signatory now havehas, and shall not at any time prior to the Acquisition Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the any Group Company on the one hand, and DCRC WinVest on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company Signatories (on behalf of themselves and their affiliates they have authority to bind) hereby irrevocably waives waive any Claim it they may have, now or in the future and will not seek recourse against the Trust Fund for Fund, any reason whatsoever trustee of the Trust Account or WinVest or its affiliates in respect thereofof such Claims; provided, however, that the foregoing waiver will not limit or prohibit the Company Signatories from pursuing a claim against DCRCWinVest, Merger Sub WinVest BVI or any other person (a) for legal relief against monies or other assets of DCRC WinVest or Merger Sub WinVest BVI held outside of the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with the Transactions (including a claim for 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)) or for fraud or (b) for damages for breach of this Agreement against DCRC (WinVest or any successor entity) or Merger Sub in the event WinVest BVI if this Agreement is terminated for any reason and DCRC WinVest consummates a business combination transaction with another partyperson. In the event that any Company Signatory or any of their affiliates it has the Company power to bind commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC WinVest shall be entitled to recover from the Company Signatories and their affiliates it has the power to bind the associated reasonable legal fees and costs in connection with any such action, in the event DCRC action if WinVest prevails in such action or proceeding. Notwithstanding the foregoingThe Company Signatories agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by WinVest and its affiliates to induce WinVest to enter in this Agreement, the foregoing waiver will not limit or prohibit and the Company from pursuing a claim Signatories further intend and understand such waiver to be valid, binding and enforceable against DCRC, Merger Sub or each Company Signatory and each of its affiliates it has the power to bind under applicable Law. This Section 6.03 shall survive the termination of this Agreement for 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 Transactionsreason.

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

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

Claims Against Trust Account. The Company 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 shall not at any time prior to the Effective Time Closing have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and DCRC SPAC on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 5.03 as the “Claims”). 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 Company 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 from pursuing a claim against DCRCSPAC, Merger Sub OpCo or any other person (a) for legal relief against monies or other assets of DCRC SPAC or Merger Sub 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 (including a claim for DCRC SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemption Rights)) or for fraud or (b) for damages for breach of this Agreement against DCRC SPAC (or any successor entity) or Merger Sub OpCo in the event this Agreement is terminated for any reason and DCRC SPAC consummates a business combination transaction with another party. Each of the Bluescape Parties acknowledge and agree that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC, OpCo and the Sponsor to induce SPAC and OpCo to enter into this Agreement, and the Bluescape Parties further intend and understand such waiver to be enforceable against the Company and the Company Subsidiaries and persons that they have the authority to bind under applicable Law. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC SPAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in to the event DCRC extent SPAC 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 agrees LG Parent, Studio HoldCo and 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 does Studio Entities and their respective Subsidiaries do not now have, and shall not at any time prior to the StudioCo Amalgamation Effective Time Date have, any claim to, or make any claim against, the funds in the Trust FundAccount, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between LG Parent, Studio HoldCo, StudioCo and/or any of the Company Studio Entities or their respective Subsidiaries, on the one hand, and DCRC SEAC and/or the SEAC Entities on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any 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 6.03 5.04 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company 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 future, in or to any funds or other assets in the Trust Account and will not seek recourse against the Trust Fund 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 LG Parent, Studio HoldCo and StudioCo from pursuing a claim against DCRCSEAC, Merger Sub the SEAC Entities or any other person (a) for legal relief against monies or other assets of DCRC or Merger Sub SEAC held outside of the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with the Transactions (including a claim for DCRC 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)) or for fraud Fraud or (b) for damages for breach of this Agreement against DCRC (SEAC, the SEAC Entities or any of their respective successor entity) or Merger Sub entities in the event this Agreement is terminated for any reason and DCRC consummates SEAC consummates, directly or indirectly, a business combination transaction transaction, whether by way of a purchase of assets or securities or merger, consolidation or otherwise, with another party. In the event that the Company LG Parent, Studio HoldCo, StudioCo or any of their Affiliates commences any action or proceeding Action against or involving the funds in the Trust Fund Account in violation of the foregoing, DCRC SEAC shall be entitled to recover from LG Parent, Studio HoldCo, StudioCo and/or the Company Studio Entities the associated reasonable legal fees and costs in connection with any such actionAction, in the event DCRC SEAC 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 TransactionsAction.

Claims Against Trust Account. The Company Each of the Company, FTV Blocker and Xxxxx Xxxxxxx agrees that, notwithstanding any other provision contained in this Agreement, none of the Company does not Company, FTV Blocker or Xxxxx Xxxxxxx now havehas, and none of the Company, FTV Blocker or Xxxxx Xxxxxxx shall not at any time prior to the Blocker Mergers Effective Time have, any claim to, or make any claim against, the Trust FundAccount, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between any of the Company Company, FTV Blocker or Xxxxx Xxxxxxx, on the one hand, and DCRC Acquiror, on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 6.04 as the “Claims”). Notwithstanding any other provision contained in this Agreement, each of the Company Company, FTV Blocker and Xxxxx Xxxxxxx hereby irrevocably waives any Claim it may have, now or in the future (in each case, however, prior to the consummation by Acquiror of an initial business combination), and will not seek recourse against the Trust Fund Account for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company Company, FTV Blocker or Xxxxx Xxxxxxx from (a) pursuing a claim against DCRC, Merger Sub Acquiror or any other person (a) for legal relief against monies or other assets the stockholders of 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 Acquiror pursuant to this Agreement for specific performance or other equitable relief in connection with the Transactions (including a claim for 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)) or for fraud or (b) for damages for breach of this Agreement against DCRC (or pursuing any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and DCRC consummates a business combination transaction with another party. In the event claims that the Company commences any action Company, FTV Blocker or proceeding Xxxxx Xxxxxxx may have against Acquiror’s assets or involving the Trust Fund in violation of the foregoing, DCRC shall be entitled to recover from the 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 funds that are 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 TransactionsAccount.

Claims Against Trust Account. The Each of the Sellers and the Company agrees that, notwithstanding any other provision contained in this Agreement, neither the Company does not nor the Sellers now havehas, and shall not at any time prior to the Effective Time Closing have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Sellers or the Company or their Affiliates on the one hand, and DCRC SPAC on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, 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 the Sellers from pursuing a claim against DCRCSPAC, Merger Sub Irish Holdco or New SPAC or any other person (a) for legal relief against monies or other assets of DCRC SPAC, Irish Holdco or Merger Sub 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 (including a claim for 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)) or for fraud or (b) for damages for breach of this Agreement against DCRC (SPAC, Irish Holdco, New SPAC or any of their respective successor entity) or Merger Sub entities in the event this Agreement is terminated for any reason and DCRC consummates SPAC consummates, directly or indirectly, a business combination transaction transaction, whether by way of a purchase of assets or securities or merger, consolidation or otherwise, with another party. In the event that the Sellers, the Company or any of their respective Affiliates commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC SPAC shall be entitled to recover from the Sellers and the Company the associated reasonable legal fees and costs in connection with any such action, in the event DCRC SPAC 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 agrees Company, NewCo and Merger Sub agree that, notwithstanding any other provision contained in this Agreement, the Company does Company, NewCo and Merger Sub do not now have, and shall not at any time prior to the Effective Time Closing have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company Company, NewCo and/or Merger Sub on the one hand, and DCRC SPAC on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any 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 6.03 7.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company 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 DCRC, Merger Sub SPAC or any other person (a) for legal relief against monies or other assets of DCRC or Merger Sub 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 (including a claim for DCRC SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemption Rights)) or for fraud Fraud or (b) for damages for breach of this Agreement against DCRC (SPAC or any of their respective successor entity) or Merger Sub entities in the event this Agreement is terminated for any reason and DCRC consummates SPAC consummates, directly or indirectly, a business combination transaction transaction, whether by way of a purchase of assets or securities or merger, consolidation or otherwise, with another party. In the event that the Company Company, NewCo and Merger Sub or any of their Affiliates commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC SPAC shall be entitled to recover from the Company Company, NewCo and Merger Sub the associated reasonable legal fees and costs in connection with any such action, in the event DCRC SPAC 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 agrees and NewCo agree that, notwithstanding any other provision contained in this Agreement, the Company does and NewCo do not now have, and shall not at any time prior to the Effective Time Closing have, any claim to, or make any claim against, the funds in the Trust FundAccount, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company and/or NewCo on the one hand, and DCRC SPAC and/or AmalCo on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any 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 6.03 5.05 as the “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 Fund Account for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company or NewCo from pursuing a claim against DCRCSPAC, Merger Sub AmalCo or any other person (a) for legal relief against monies or other assets of DCRC or Merger Sub 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 (including a claim for DCRC 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)) or for fraud Fraud or (b) for damages for breach of this Agreement against DCRC (SPAC, AmalCo or any of their respective successor entity) or Merger Sub entities in the event this Agreement is terminated for any reason and DCRC consummates SPAC consummates, directly or indirectly, a business combination transaction transaction, whether by way of a purchase of assets or securities or merger, consolidation or otherwise, with another party. In the event that the Company Company, NewCo, or any of their Affiliates commences any action or proceeding Action against or involving the funds in the Trust Fund Account in violation of the foregoing, DCRC SPAC shall be entitled to recover from the Company and NewCo the associated reasonable legal fees and costs in connection with any such actionAction, in the event DCRC SPAC 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 TransactionsAction.

Claims Against Trust Account. (a) The Company understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, DFB Healthcare may disburse or cause to be disbursed monies from the Trust Fund only: (i) to its public stockholders who exercise their Redemption Rights or in the event of the dissolution and liquidation of DFB Healthcare, (ii) to DFB Healthcare (less DFB Healthcare’s deferred underwriting compensation only) after DFB Healthcare consummates a business combination (as described in the Prospectus) or (iii) as consideration to the sellers of a target business with which DFB Healthcare completes a business combination. (b) The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and DCRC DFB Healthcare on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 6.04(b) as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim it may have, now or in the future (in each case, however, prior to the consummation of a business combination), and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit or limit the Company from (i) pursuing a claim against DCRC, Merger Sub DFB Healthcare or any other person (a) for legal relief against monies or other assets the public stockholders of 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 DFB Healthcare pursuant to this Agreement for specific performance or other equitable relief in connection with the Transactions (including a claim for DCRC to specifically perform its obligations under transactions contemplated by this Agreement and cause or (ii) pursuing any claims that the disbursement of the balance of the cash remaining Company may have against DFB Healthcare’s assets or funds that are not held in the Trust Account (after giving effect to the Redemption Rights)) or for fraud or (b) for damages for breach of this Agreement against DCRC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and DCRC consummates a business combination transaction with another partyAccount. In the event that the Company commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to DFB Healthcare, which proceeding seeks, in whole or in part, relief against or involving the Trust Fund in violation of the foregoing, DCRC DFB Healthcare shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event DCRC DFB Healthcare 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 For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company agrees on behalf of itself, the Company Subsidiaries and their Representatives, that, notwithstanding any other provision contained in this Agreement, none of the Company, the Company does not Subsidiaries and their Representatives, now havehas, and shall not at any time prior to the Effective Time Closing have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and DCRC SPAC on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 7.03 as the “Claims”). The Company acknowledges and agrees on behalf of itself, the Company Subsidiaries and their Representatives, that SPAC has established the Trust Account for the benefit of the public shareholders of SPAC, which holds proceeds of its initial public offering. Notwithstanding any other provision contained in this Agreement, including the previous sentence, the Company hereby irrevocably waives on behalf of itself, the Company Subsidiaries and their Representatives, 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 from pursuing a claim against DCRC, Merger Sub or any other person the SPAC Parties (a) for legal relief against monies or other assets of DCRC or Merger Sub the SPAC Parties 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 (b) for specific performance or other equitable relief in connection with the Transactions (including a claim for DCRC SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemption Rights)) or for fraud or (b) for damages for breach of ). The Company acknowledges and agrees that such irrevocable waiver is material to this Agreement and specifically relied upon by the SPAC Parties and the Sponsor to induce SPAC Parties to enter into this Agreement, and the Company further intends and understands such waiver to be enforceable against DCRC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason Company and DCRC consummates a business combination transaction with another partythe Company Subsidiaries and persons that they have the authority to bind under applicable Law. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC SPAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in to the event DCRC extent SPAC 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 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 shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and DCRC GAMC on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company (on behalf of itself and its affiliates) hereby irrevocably waives any Claim it 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 in respect thereofwhatsoever; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against DCRCGAMC, Merger Sub or any other person (a) for legal relief against monies or other assets of DCRC GAMC or Merger Sub held outside of the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with the Transactions (including a claim for 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)) or for fraud or (b) for damages for breach of this Agreement against DCRC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and DCRC consummates a business combination transaction with another partyTransactions. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC GAMC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event DCRC GAMC prevails in such action or proceeding. Notwithstanding the foregoingThe 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, the foregoing waiver will not limit or prohibit and the Company from pursuing a claim further intends and understands such waiver to be valid, binding and enforceable against DCRC, Merger Sub or the Company and each of its affiliates under applicable law. This Section 6.03 shall survive the termination of this Agreement for 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 Transactionsreason.

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 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 shall not at any time prior to the Company Amalgamation Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and DCRC SPAC on the other hand, this AgreementAgreement or the Ancillary Agreements, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company (on behalf of itself and its Affiliates) hereby irrevocably waives any Claim it they may have, now or in the future and will shall not seek recourse against the Trust Fund Fund, any trustee of the Trust Account and SPAC for any reason whatsoever in respect thereofwhatsoever; provided, however, that (x) the foregoing waiver will shall not limit or prohibit the Company from pursuing a claim against DCRCSPAC, Merger Sub Newco or any other person (a) Person for legal relief against monies or other assets of DCRC SPAC or Merger Sub Newco held outside of the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with the Transactions (including a claim for DCRC 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 (b) for damages for breach of this Agreement against DCRC (or prohibit any successor entity) or Merger Sub Claims that the Company may have in the event this Agreement is terminated for future against SPAC’s assets or funds that are not held in the Trust Fund (including any reason funds that have been released from the Trust Fund and DCRC consummates a business combination transaction any assets that have been purchased or acquired with another partyany such funds). In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC SPAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event DCRC SPAC prevails in such action or proceeding. Notwithstanding the foregoingThe Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its affiliates to induce SPAC to enter in this Agreement, the foregoing waiver will not limit or prohibit and the Company from pursuing a claim further intends and understands such waiver to be valid, binding and enforceable against DCRC, Merger Sub or the Company and each of its Affiliates under applicable Law. This Section 6.03 shall survive the termination of this Agreement for 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 Transactionsreason.

Claims Against Trust Account. The Company Each of the Company, Merger Sub and MultiplAI agrees that, notwithstanding any other provision contained in this Agreement, none of the Company does not now haveCompany, Merger Sub or MultiplAI has, and shall not at any time prior to the Merger Effective Time have, any claim to, or make any claim against, the trust fund established by SPAC for the benefit of its Public Shareholders (the “Trust Fund”) maintained in the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between or among the Company on the one handCompany, Merger Sub, MultiplAI and DCRC on the other handSPAC, this Agreement, Agreement or any Ancillary Agreement, the Transactions other Transaction Document or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims against the Trust Fund are collectively referred to in this Section 6.03 8.11 as the “Waived Claims”). Notwithstanding any other provision contained in this Agreement, each of the Company 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; thereof provided, however, that the foregoing waiver will not limit or prohibit any of the Company Company, Merger Sub or MultiplAI from pursuing a claim against DCRC, Merger Sub SPAC or any other person (a) for legal relief against monies or other assets of DCRC or Merger Sub SPAC held outside of the Trust Account (including including, in the event this Agreement is terminated for any funds 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 fundsamounts) or for specific performance or other equitable relief in connection with the Transactions (including a claim for 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)) or for fraud or (b) for damages for breach of this Agreement against DCRC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and DCRC consummates a business combination transaction with another partyTransactions. In the event that any of the Company Company, Merger Sub or MultiplAI commences any action or proceeding Waived Claims against or involving the Trust Fund in violation of the foregoing, DCRC SPAC shall be entitled to recover from the Company Company, Merger Sub or MultiplAI, as applicable, the associated reasonable legal fees and costs in connection with any such action, in the event DCRC SPAC 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 agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and DCRC DCRB on the other hand, this Agreement, any Ancillary Agreement, the Transactions or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against DCRCDCRB, Merger Sub or any other person (a) for legal relief against monies or other assets of DCRC 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 (including a claim for DCRC 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)) or for fraud or (b) for damages for breach of this Agreement against DCRC DCRB (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and DCRC DCRB consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, DCRC DCRB shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event DCRC DCRB 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.