Common use of Claims Against Trust Account Clause in Contracts

Claims Against Trust Account. Reference is made to the final prospectus of CAH, dated as of January 26, 2021 and filed with the SEC (File No. 333-251969) on January 27, 2021 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that CAH has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of CAH’s public stockholders (including overallotment shares acquired by CAH’s underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, CAH may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their CAH Class A Common Stock in connection with the consummation of CAH’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if CAH fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any Taxes, or (d) to CAH after or concurrently with the consummation of a Business Combination. For and in consideration of CAH entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between CAH or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). The Company on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Company or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with CAH or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with CAH or its affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by CAH and its affiliates to induce CAH to enter in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its affiliates under applicable Law. To the extent the Company or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to CAH or its Representatives, which proceeding seeks, in whole or in part, monetary relief against CAH or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Company or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to CAH or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of CAH, whether in the form of money damages or injunctive relief, CAH and its Representatives, as applicable, shall be entitled to recover from the Company and its affiliates the associated legal fees and costs in connection with any such action, in the event CAH or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Claims Against Trust Account. Reference is made to the final prospectus of CAHParent, dated as of January 26March 22, 2021 and filed with the SEC (File NoNos. 333-251969253097 and 333-254598) on January 27March 24, 2021 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that CAH Parent has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of CAHParent’s public stockholders shareholders (including overallotment shares acquired by CAHParent’s underwriters the “Public StockholdersShareholders”), and that, except as otherwise described in the ProspectusProspectus and subject to Section 7.14, CAH Parent may disburse monies from the Trust Account only: (a) to only for the Public Stockholders in the event they elect to redeem their CAH Class A Common Stock in connection with the consummation of CAH’s initial business combination (as such term is used express purposes set forth in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if CAH fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any Taxes, or (d) to CAH after or concurrently with the consummation of a Business Combination. For and in consideration of CAH Parent entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company does not now nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement and any negotiations, Contracts or any proposed or actual business relationship agreements between CAH Parent or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). The Company on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Company or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with CAH or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for with respect to any reason whatsoever Released Claims (including for an alleged breach of this Agreement or any other agreement with CAH Parent or its affiliatesAffiliates). The Company agrees and acknowledges ; provided, however, that such irrevocable the foregoing waiver is material to this Agreement and specifically relied upon by CAH and its affiliates to induce CAH to enter in this Agreement, and will not limit or prohibit the Company further intends and understands such waiver to be validfrom pursuing a claim against Parent, binding and enforceable against the Company and each of its affiliates under applicable Law. To the extent the Company either Merger Sub or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to CAH or its Representatives, which proceeding seeks, in whole or in part, monetary other person (a) for legal relief against CAH monies or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its affiliates’ sole remedy shall be against funds other assets of Parent (or any successor entity) or either Merger Sub held outside of the Trust Account and that or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against Parent (or any successor entity) or either Merger Sub, including claims against any funds distributed from the Trust Account to Parent or any successor entity thereof after the completion of Parent’s Business Combination (as defined in the Prospectus) (but such claim shall not permit the Company or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim be against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Company or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to CAH or its Representatives, which proceeding seeks, in whole or in part, relief against funds distributed from the Trust Account (including any distributions therefrom) or to holders of Parent Ordinary Shares in accordance with the Public Stockholders of CAH, whether in Parent Governing Document and the form of money damages or injunctive relief, CAH and its Representatives, as applicable, shall be entitled to recover from the Company and its affiliates the associated legal fees and costs in connection with any such action, in the event CAH or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Trust Agreement).

Claims Against Trust Account. Reference is made to the final prospectus of CAHGX, dated as of January 26May 20, 2021 2019 and filed with the SEC (File No. 333-251969231074) on January 27May 21, 2021 2019 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that CAH GX has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of CAHGX’s public stockholders (including overallotment shares acquired by CAHGX’s underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, CAH GX may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their CAH GX Class A Common Stock in connection with the consummation of CAHGX’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if CAH GX fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, subject to extension by amendment to the GX Organizational Documents (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any TaxesTaxes and up to $100,000 in dissolution expenses, or (d) to CAH GX after or concurrently with the consummation of a Business Combination. For and in consideration of CAH GX entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between CAH GX or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). The Company on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Company or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with CAH GX or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach (including a Willful Breach) of this Agreement or any other agreement with CAH GX or its affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by CAH GX and its affiliates to induce CAH GX to enter in into this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its affiliates under applicable Law. To the extent the Company or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to CAH GX or its Representatives, which proceeding seeks, in whole or in part, monetary relief against CAH GX or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Company or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to CAH GX or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of CAHGX, whether in the form of money damages or injunctive relief, CAH GX and its Representatives, as applicable, shall be entitled to recover from the Company and its affiliates the associated legal fees and costs in connection with any such action, in the event CAH GX or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Claims Against Trust Account. Reference is made to the final prospectus of CAH, dated as of January 26, 2021 and filed with the SEC (File No. 333-251969) on January 27, 2021 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that CAH has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of CAH’s public stockholders (including overallotment shares acquired by CAH’s underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, CAH may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their CAH Class A Common Stock in connection with the consummation of CAH’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if CAH fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any Taxes, or (d) to CAH after or concurrently with the consummation of a Business Combination. For and in consideration of CAH SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself itself, the Company Subsidiaries and its affiliates their Representatives, that, notwithstanding anything to the contrary any other provision contained in this Agreement, neither none of the Company, the Company nor any of its affiliates do Subsidiaries and their Representatives, now or has, and shall not at any time hereafter have prior to the Closing have, any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefromto, or make any claim against against, the Trust Account (including any distributions therefrom)Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual the business relationship between CAH or its Representatives, the Company on the one hand, and the Company or its Representatives, SPAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter in this Section 7.03 as the “Released Claims”). The Company acknowledges and agrees on behalf of itself 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 affiliates initial public offering. Notwithstanding any other provision contained in this Agreement, including the previous sentence, the Company hereby irrevocably waives any Released Claims that on behalf of itself, the Company or Subsidiaries and their Representatives, any of its affiliates Claim it may have against the Trust Account (including any distributions therefrom) have, now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with CAH or its Representatives 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 the SPAC Parties (a) for legal relief against monies or other assets of the SPAC Parties held outside of the Trust Account (including any distributions therefromfunds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or (b) for any reason whatsoever specific performance or other equitable relief in connection with the Transactions (including a claim for an alleged breach of SPAC to specifically perform its obligations under this Agreement or any other agreement with CAH or its affiliatesand cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemption Rights)). The Company acknowledges and agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by CAH the SPAC Parties and its affiliates the Sponsor to induce CAH SPAC Parties to enter in into this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its affiliates the Company Subsidiaries and persons that they have the authority to bind under applicable Law. To In the extent event that the Company or any of its affiliates commences any action or proceeding based upon, against or involving the Trust Fund in connection with, relating to or arising out of any matter relating to CAH or its Representatives, which proceeding seeks, in whole or in part, monetary relief against CAH or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its affiliates’ sole remedy shall be against funds held outside violation of the Trust Account and that such claim shall not permit the Company or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Company or any of its affiliates commences any action or proceeding based uponforegoing, in connection with, relating to or arising out of any matter relating to CAH or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of CAH, whether in the form of money damages or injunctive relief, CAH and its Representatives, as applicable, SPAC shall be entitled to recover from the Company and its affiliates the associated reasonable legal fees and costs in connection with any such action, in to the event CAH or its Representatives, as applicable, extent SPAC prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.