Common use of Financial Ability; Trust Account Clause in Contracts

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26, 2020, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association and Acquiror’s final prospectus dated October 21, 2020 (the “Final Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26, 2020, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association shall terminate, and, as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. To Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. (c) As of the date hereof, Acquiror does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 325,000,000 invested in a trust account at X.X. Xxxxxx Securities LLC (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of dated October 2613, 20202015, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents and Acquiror’s final prospectus dated October 2113, 2020 (the “Final Prospectus”)2015. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 2613, 20202015 through the date hereof, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association Acquiror Organizational Documents shall terminate, and, and as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactionstransactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is in full force and effect and Stockholder is a legal, valid and binding obligation Converting Stockholder or is seeking repayment of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust AccountStockholder Notes. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company and the Cision Owner contained herein and the compliance by the Company and the Cision Owner with its their respective obligations hereunder, Acquiror neither Acquiror, nor Holdings or Merger Sub has no any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Acquiror, Holdings and Merger Sub on the Closing Date. (c) As of the date hereof, Acquiror does not neither Acquiror, nor Holdings or Merger Sub have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any IndebtednessIndebtedness other than pursuant to the Stockholder Notes.

Financial Ability; Trust Account. (a) As of the date hereofMarch 31, 2023, there is was at least $259,000,000 44,230,827 invested in a trust account (the “Trust Account”), ) maintained by Continental Stock Transfer & Trust Company, a New York corporationlimited purpose trust company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated November 17, 20202021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents and Acquiror’s final prospectus dated October 21November 17, 2020 (the “Final Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, default or breach under or materially delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred whichthat, with due or without notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26, 2020, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association Acquiror Organizational Documents shall terminate, and, and as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactionstransactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is in full force and effect and Stockholder is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedRedeeming Stockholder. There are no separate Contracts, side letters and there are no Contracts, or other arrangements or understandings, understandings (whether written or oralunwritten, with the Trustee express or any other Person implied) that would (i) cause the description of the Trust Agreement in the Acquiror SEC Reports to be inaccurate or (ii) that would entitle any Person (other than stockholders a shareholder of Acquiror holding Acquiror Pre-Transaction Class A Common Stock originally sold in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror Pre-Transaction Class A Shares Common Stock pursuant to the Acquiror Shareholder Redemption or Organizational Documents and the underwriters of Acquiror’s initial public offering in with respect of their Deferred Discount (as defined in the Trust Agreement)to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, neither Acquiror nor Merger Sub has no any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror and Merger Sub on the Closing Date. (c) . As of the date hereof, neither Acquiror does not havenor Merger Sub has, or have has any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 1,467,370,133 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated August 21, 2020, by and between Acquiror FTAC and the Trustee on file with the SEC Reports of Acquiror FTAC as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association FTAC Organizational Documents and AcquirorFTAC’s final prospectus dated October 21August 18, 2020 (the “Final Prospectus”)2020. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror FTAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26August 18, 2020, Acquiror FTAC has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror FTAC to dissolve or liquidate pursuant to the Articles of Association FTAC Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror FTAC shall have no obligation whatsoever pursuant to the Articles of Association FTAC Organizational Documents to dissolve and liquidate the assets of Acquiror FTAC by reason of the consummation of the Transactionstransactions contemplated hereby. To AcquirorFTAC’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror FTAC shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror FTAC Class A Shares Common Stock for redemption pursuant to the Acquiror Shareholder FTAC Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror FTAC and, to the knowledge of AcquirorFTAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of AcquirorFTAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror FTAC who shall have elected to redeem their shares of Acquiror FTAC Class A Shares Common Stock pursuant to the Acquiror Shareholder FTAC Stockholder Redemption or the underwriters of AcquirorFTAC’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of PGHL, the Company and Merger Sub contained herein and the compliance by PGHL, the Company and Merger Sub with its their respective obligations hereunder, Acquiror FTAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror FTAC on the Closing Date. (c) As of the date hereof, Acquiror FTAC does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 105,000,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated January 25, 20202021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents and Acquiror’s final prospectus dated October 21January 27, 2020 (the “Final Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26January 25, 20202021, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association Acquiror Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. To Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares Common Stock for redemption pursuant to the Acquiror Shareholder Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, and the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) to the Acquiror’s Knowledge, entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares Common Stock pursuant to the Acquiror Shareholder Stockholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. (c) As of the date hereof, Acquiror does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 790,742.01 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26December 15, 20202021, by and between Acquiror and the Trustee on file with the Acquiror SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents and Acquiror’s final prospectus dated October 21December 15, 2020 2021 (the “Final Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26, 2020, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association Acquiror Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. To Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. (c) As of the date hereof, Acquiror does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there There is at least $259,000,000 525,000,000 (less, as of the Closing, the amount payable pursuant to GHV Stock Redemption) invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the that certain Investment Management Trust Agreement, effective as of October 26dated August 10, 2020, by and between Acquiror GHV and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released released, except in accordance with the Trust Agreement, the Articles of Association Agreement and Acquiror’s final prospectus dated October 21, 2020 (the “Final Prospectus”)GHV Organizational Documents. Amounts in the Trust Account are invested in United States Government securities “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAct. Acquiror GHV has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred whichthat, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there There are no claims or proceedings pending with respect to the Trust Account. Since October 26August 5, 2020, Acquiror GHV has not released any money from the Trust Account (other than interest income earned on the principal held in except as permitted pursuant to the Trust Account as permitted by Agreement and the Trust Agreement)GHV Organizational Documents. As of the First Effective TimeClosing, the obligations of Acquiror GHV to dissolve or liquidate pursuant to the Articles of Association GHV Organizational Documents shall terminate, and, and as of the First Effective TimeClosing, Acquiror GHV shall have no obligation whatsoever pursuant to the Articles of Association GHV Organizational Documents to dissolve and liquidate the assets of Acquiror GHV by reason of the consummation of the Transactions. To Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is valid and in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement terms and has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters and there are no Contracts, or other arrangements or understandings, understandings (whether written or oralunwritten, with the Trustee express or any other Person implied) that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) that would entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)a GHV Stock Redemption, if any) to any portion of the proceeds in the Trust Account. (b) As of the date hereof. There are no proceedings pending with or, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use Knowledge of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. (c) As of the date hereofGHV, Acquiror does not have, or have threatened by any present intention, agreement, arrangement or understanding to enter into or incur, any obligations Governmental Authority with respect to or under any Indebtednessthe Trust Account.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 345,000,000 invested in a trust account (the “Trust Account”), maintained by Continental American Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26March 1, 20202021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror’s Governing Documents and Acquiror’s final prospectus dated October 21March 1, 2020 2021 (the “Final Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26March 1, 20202021, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association shall Acquiror’s Governing Documents will terminate, and, as of the First Effective Time, Acquiror shall will have no obligation whatsoever pursuant to the Articles of Association Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. To Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder shareholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shareholder shall have elected to tender its shares of Acquiror Class A Ordinary Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror Shareholders who shall have elected to redeem their shares of Acquiror Class A Ordinary Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. (c) As of the date hereof, Acquiror does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any IndebtednessIndebtedness other than any Indebtedness incurred by Acquiror in order to fund the payment of Acquiror Expenses or otherwise satisfy the Acquiror Parties’ obligations under this Agreement or in connection with the Transactions.

Financial Ability; Trust Account. (a) As of the date hereofExecution Date, there is at least approximately $259,000,000 345 million invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated February 4, 20202021, by and between Acquiror Altimar and the Trustee on file with the SEC Reports of Acquiror Altimar as of the date of this Agreement Execution Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Altimar Organizational Documents and AcquirorAltimar’s final prospectus dated October 21February 5, 2020 (the “Final Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Altimar has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereofExecution Date, there are no claims or proceedings pending with respect to the Trust Account. Since October 26February 9, 20202021, Acquiror Altimar has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective TimeClosing, the obligations of Acquiror Altimar to dissolve or liquidate pursuant to the Articles of Association Altimar Organizational Documents shall terminate, and, as of the First Effective TimeClosing, Acquiror Altimar shall have no obligation whatsoever pursuant to the Articles of Association Altimar Organizational Documents to dissolve and liquidate the assets of Acquiror Altimar by reason of the consummation of the Transactionstransactions contemplated hereby. To AcquirorAltimar’s knowledge, as of the date hereofExecution Date, following the First Effective TimeClosing, no stockholder of Acquiror Altimar shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender have its shares of Acquiror Class A Cayman Ordinary Shares for redemption redeemed pursuant to the Acquiror Shareholder Altimar Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror Altimar and, to the knowledge of AcquirorAltimar, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of AcquirorAltimar, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror Altimar who shall have elected to redeem their shares of Acquiror Class A Cayman Ordinary Shares pursuant to the Acquiror Shareholder Altimar Stockholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)contemplated herein) to any portion of the proceeds in the Trust Account. (b) As of the date hereofExecution Date, assuming the accuracy of the representations and warranties of Fathom and the Company Fathom Blockers contained herein and the compliance by Fathom and the Company Fathom Blockers with its their respective obligations hereunder, Acquiror Altimar has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Datesatisfied. (c) As of the date hereofExecution Date, Acquiror Altimar does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there There is at least $259,000,000 250,000,000 (less, as of the Closing, the Redemption Amount payable to the holders of Landcadia Class A Common Stock who have validly exercised their right to receive payment pursuant to Landcadia Stock Redemption) invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the that certain Investment Management Trust AgreementAgreements, effective as of October 26dated May 25, 20202016, by and between Acquiror Landcadia and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Agreement and Acquiror’s final prospectus dated October 21, 2020 (the “Final Prospectus”)Landcadia Organizational Documents. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Landcadia has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred whichthat, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there There are no claims or proceedings pending with respect to the Trust Account. Since October 26May 25, 20202016, Acquiror Landcadia has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement)Account. As of the First Effective Time, the obligations of Acquiror Landcadia to dissolve or liquidate pursuant to the Articles of Association Landcadia Organizational Documents shall terminate, and, and as of the First Effective Time, Acquiror Landcadia shall have no obligation whatsoever pursuant to the Articles of Association Landcadia Organizational Documents to dissolve and liquidate the assets of Acquiror Landcadia by reason of the consummation of the Transactions. To Acquiror’s knowledge, as transactions contemplated hereby. (b) As of the date hereof, following and assuming the First Effective Time, no stockholder rights of Acquiror shall be entitled Landcadia Common Stockholders to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected Landcadia to redeem their shares of Acquiror Landcadia Class A Shares Common Stock for cash pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined Landcadia Organizational Documents are not exercised, available cash in the Trust Account is sufficient for Merger Sub and the Surviving Company to complete the transactions contemplated by this Agreement and to pay all fees, prepayment premiums, costs (including breakage costs and termination amounts) and expenses required to be paid by Landcadia or Merger Sub in connection with the transactions contemplated by this Agreement)) to any portion of the proceeds in the Trust Account. (b) . As of the date hereof, assuming the accuracy of the representations and warranties of the Company Waitr contained herein and the compliance by the Company Waitr with its respective obligations hereunder, Acquiror none of Landcadia or Merger Sub has no any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Landcadia and Merger Sub on the Closing Date. (c) As of the date hereof, Acquiror does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereofof this Agreement, there is at least AAC has $259,000,000 690,000,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated March 2, 20202021, by and between Acquiror AAC and the Trustee on file with the SEC Reports of Acquiror AAC as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association AAC Organizational Documents and AcquirorAAC’s final prospectus dated October 21March 1, 2020 (the “Final Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror AAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26March 2, 20202021, Acquiror AAC has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective TimeClosing, the obligations of Acquiror AAC to dissolve or liquidate pursuant to the Articles of Association AAC Organizational Documents shall terminate, and, as of the First Effective TimeClosing, Acquiror AAC shall have no obligation whatsoever pursuant to the Articles of Association AAC Organizational Documents to dissolve and liquidate the assets of Acquiror AAC by reason of the consummation of the Transactionstransactions contemplated hereby. To AcquirorAAC’s knowledge, as of the date hereof, following the First Effective TimeClosing, no stockholder shareholder of Acquiror AAC shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shareholder shall have elected to tender have its shares of Acquiror AAC Class A Ordinary Shares for redemption redeemed pursuant to the Acquiror AAC Shareholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror AAC and, to the knowledge of AcquirorAAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of AcquirorAAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate inaccurate, or (ii) entitle any Person (other than stockholders shareholders of Acquiror AAC who shall have elected to redeem their shares of Acquiror AAC Class A Ordinary Shares pursuant to the Acquiror AAC Shareholder Redemption or the underwriters of AcquirorAAC’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror AAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror AAC on the Closing Date. (c) As of the date hereof, Acquiror AAC does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 402,500,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 2620, 2020, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents and Acquiror’s final prospectus dated October 2120, 2020 (the “Final Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 2620, 2020, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association shall Acquiror Organizational Documents will terminate, and, as of the First Effective Time, Acquiror shall will have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. To Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares Common Stock for redemption pursuant to the Acquiror Shareholder Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares Common Stock pursuant to the Acquiror Shareholder Stockholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. (c) As of the date hereof, Acquiror does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness. (d) As of the date hereof and except for the Transaction Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to expenses and fees incurred in connection therewith), no Acquiror Party is party to any Contract with any other Person that would require payments by Acquiror or any of its Subsidiaries after the Closing in excess of $1,000,000 in the aggregate with respect to any individual Contract.

Financial Ability; Trust Account. (a) As of the date hereofMarch 7, 2024, there is was at least $ $259,000,000 273,328,940.59 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26November 4, 20202021, by and between Acquiror Rigel and the Trustee on file with the SEC Reports of Acquiror Rigel as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Rigel Organizational Documents and Acquiror’s Rxxxx’x final prospectus dated October 21November 4, 2020 2021 and filed with the SEC on November 8, 2021 (the “Final Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Rigel has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26November 4, 20202021, Acquiror Rxxxx has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective TimeClosing, the obligations of Acquiror Rigel to dissolve or liquidate pursuant to the Articles of Association Rigel Organizational Documents shall terminate, and, as of the First Effective TimeClosing, Acquiror Rigel shall have no obligation whatsoever pursuant to the Articles of Association Rigel Organizational Documents to dissolve and liquidate the assets of Acquiror Rigel by reason of the consummation of the Transactions. To Acquiror’s Rxxxx’x knowledge, as of the date hereof, following the First Effective TimeClosing, no stockholder of Acquiror Rigel shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Rigel Class A Shares for redemption pursuant to the Acquiror Shareholder Rigel Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror Rigel and, to the knowledge Knowledge of AcquirorRigel, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge Knowledge of AcquirorRigel, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror Rigel who shall have elected to redeem their shares of Acquiror Rigel Class A Shares pursuant to the Acquiror Shareholder Rigel Stockholder Redemption or the underwriters of AcquirorRigel’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company Target Companies contained herein and the compliance by the Company Target Companies with its their respective obligations hereunder, Acquiror Rxxxx has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Rigel on the Closing Date. (c) As of the date hereof, Acquiror Rxxxx does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 517,500,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated June 19, 2020, by and between Acquiror Trebia and the Trustee on file with the SEC Reports of Acquiror Trebia as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Trebia Organizational Documents and AcquirorTrebia’s final prospectus dated October 21June 18, 2020 (the “Final Prospectus”)2020. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Trebia has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26June 19, 2020, Acquiror Trebia has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror Trebia to dissolve or liquidate pursuant to the Articles of Association Trebia Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror Trebia shall have no obligation whatsoever pursuant to the Articles of Association Trebia Organizational Documents to dissolve and liquidate the assets of Acquiror Trebia by reason of the consummation of the Transactionstransactions contemplated hereby. To AcquirorTrebia’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror Trebia shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Trebia Class A Ordinary Shares for redemption pursuant to the Acquiror Trebia Shareholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror Trebia and, to the knowledge of AcquirorTrebia, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of AcquirorTrebia, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror Trebia who shall have elected to redeem their shares of Acquiror Trebia Class A Ordinary Shares pursuant to the Acquiror Trebia Shareholder Redemption or the underwriters of AcquirorTrebia’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of S1 Holdco, Protected, the Company CSC Blockers, the Blocker Parents, the Court Square GPs, OpenMail, the Redeemed OM Members and the Protected Rollover Parties contained herein and the compliance by S1 Holdco, Protected, the Company CSC Blockers, the Blocker Parents, the Court Square GPs, OpenMail, the Redeemed OM Members and the Protected Rollover Parties with its their respective obligations hereunder, Acquiror Trebia has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Trebia on the Closing Date. (c) As Assuming (i) the satisfaction of the date hereofconditions in Sections 13.01 and 13.02 and (ii) that each of the Cannae Backstop Amount and the Txxxxx Xxxxx LLC Debt Commitment Amount is funded, Acquiror does not havein each case to the extent required and in accordance with its respective conditions, the Trebia Parties will have on the Closing Date funds sufficient to fund all of the amounts required to be provided by the Trebia Parties for the consummation of the transactions on the Closing Date contemplated hereby, including the payment of the Closing Cash Consideration (and repayment or have refinancing of debt contemplated by this Agreement) and any present intentionother amounts required to be paid on the Closing Date in connection with the consummation of the transactions contemplated hereby, agreementincluding all related fees and expenses, arrangement or understanding to enter into or incurand are sufficient for the satisfaction of all of the Trebia Parties’ obligations under this Agreement, any obligations with respect to or under any Indebtednessas applicable.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least two hundred million dollars ($259,000,000 invested 200,000,000) held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated August 20, 2020, by and between Acquiror SPAC and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of SPAC and, to the Knowledge of SPAC, the Trustee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the Knowledge of SPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. To the Knowledge of SPAC, there are no side letters and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SPAC SEC Documents to be inaccurate or (ii) entitle any Person (other than any SPAC Stockholder who is a Redeeming Stockholder) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles organizational documents of Association SPAC and AcquirorSPAC’s final prospectus dated October August 20, 2020 filed with the SEC on August 21, 2020 (the “Final Prospectus”)2020. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there There are no claims or proceedings Actions pending or, to the Knowledge of SPAC, threatened with respect to the Trust Account. Since October 26August 20, 2020, Acquiror SPAC has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror SPAC to dissolve or liquidate pursuant to the Articles organizational documents of Association SPAC shall terminate, and, as of the First Effective Time, Acquiror SPAC shall have no obligation whatsoever pursuant to the Articles organizational documents of Association SPAC to dissolve and liquidate the assets of Acquiror SPAC by reason of the consummation of the Transactionstransactions contemplated hereby. To Acquiror’s knowledge, as of Following the date hereof, following the First Effective Time, no stockholder of Acquiror SPAC Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is in full force and effect and SPAC Stockholder is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust AccountRedeeming Stockholder. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained Florida herein and the compliance by the Company Florida with its respective obligations hereunder, Acquiror SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror SPAC on the Closing Date, subject to the right of the SPAC Stockholders to redeem their SPAC Class A Common Stock for cash in connection with the transactions contemplated hereby and in accordance with the organizational documents of SPAC. (c) As of the date hereof, Acquiror SPAC does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 414,000,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26June 8, 2020, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents and Acquiror’s final prospectus dated October 21June 8, 2020 (the “Final Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26June 8, 2020, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association Acquiror Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. To Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares Common Stock for redemption pursuant to the Acquiror Shareholder Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares Common Stock pursuant to the Acquiror Shareholder Stockholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. (c) As of the date hereof, Acquiror does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereofSeptember 3, 2019, there is at least was approximately $259,000,000 115,703,000.00 invested in a trust account at X.X. Xxxxxx Xxxxx Bank, N.A. (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective dated January 24, 2018, as of October amended by Amendment No. 1 dated July 26, 20202019, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released or invested except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents and Acquiror’s final prospectus dated October 21January 24, 2020 (the “Final Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended2018. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26, 2020, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association Acquiror Organizational Documents shall terminate, and, and as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactionstransactions contemplated hereby. To the knowledge of Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is in full force and effect and Stockholder is a legal, valid and binding obligation of Redeeming Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust AccountStockholder. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Newco contained herein and the compliance by the Company and Newco with its their respective obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account (less distributions for taxes or in connection with the redemption of any shares of Acquiror Common Stock in connection with the Offer) will not be available to Acquiror on the Closing Date. (c) As of the date hereof, Acquiror does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness, except (i) as permitted by the Company or (ii) as set forth in Schedule 5.06(c)(ii).

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 201,000,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26February 4, 20202021, by and between Acquiror Quantum and the Trustee on file with the SEC Reports of Acquiror Quantum as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Quantum Organizational Documents and AcquirorQuantum’s final prospectus of Quantum, dated as of October 2123, 2020 2020, and filed with the U.S. Securities and Exchange Commission (“SEC”) (File No. 333-252226 and 333-252761) on February 10, 2021 (the “Final Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Quantum has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26February 4, 20202021, Acquiror Quantum has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account Account, and other than to pay any income and franchise Taxes from any such interest, as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror Quantum to dissolve or liquidate pursuant to the Articles of Association Quantum Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror Quantum shall have no obligation whatsoever pursuant to the Articles of Association Quantum Organizational Documents to dissolve and liquidate the assets of Acquiror Quantum by reason of the consummation of the Transactions. To AcquirorQuantum’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror Quantum shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares Quantum Common Stock for redemption pursuant to the Acquiror Shareholder Quantum Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror Quantum and, to the knowledge of AcquirorQuantum, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of AcquirorQuantum, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror Quantum who shall have elected to redeem their shares of Acquiror Class A Shares Quantum Common Stock pursuant to the Acquiror Shareholder Quantum Stockholder Redemption or the underwriters of AcquirorQuantum’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming Assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror Quantum has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Quantum on the Closing Date. (c) As of the date hereof, Acquiror Quantum does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any IndebtednessIndebtedness (other than the Working Capital Loans).

Financial Ability; Trust Account. (a) As of the date hereofExecution Date, there is at least $259,000,000 210,105,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of dated October 265, 20202021, by and between Acquiror Avalon and the Trustee on file with the SEC Reports of Acquiror Avalon as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Avalon Organizational Documents and AcquirorAvalon’s final prospectus dated October 215, 2020 (the “Final Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Axxxxx has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereofExecution Date, there are no claims or proceedings pending with respect to the Trust Account. Since October 265, 20202021, Acquiror Axxxxx has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Avalon Merger Effective Time, the obligations of Acquiror Avalon to dissolve or liquidate pursuant to the Articles of Association Avalon Organizational Documents shall terminate, and, as of the First Avalon Merger Effective Time, Acquiror Avalon shall have no obligation whatsoever pursuant to the Articles of Association Avalon Organizational Documents to dissolve and liquidate the assets of Acquiror Avalon by reason of the consummation of the Transactionstransactions contemplated hereby. To AcquirorAvalon’s knowledge, as of the date hereofKnowledge, following the First Avalon Merger Effective Time, no stockholder of Acquiror Avalon Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Avalon Class A Shares Common Stock for redemption pursuant to the Acquiror Shareholder Avalon Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror Avalon and, to the knowledge of AcquirorAvalon’s Knowledge, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of AcquirorAvalon’s Knowledge, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror the Avalon Stockholders who shall have elected to redeem their shares of Acquiror Avalon Class A Shares Common Stock pursuant to the Acquiror Shareholder Avalon Stockholder Redemption or the underwriters of AcquirorAvalon’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming Assuming the accuracy of the representations and warranties of BCG and the Company Merger Subs contained herein and the compliance by BCG and the Company Merger Subs with its their respective obligations hereunder, Acquiror Axxxxx has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Avalon on the Closing Date. (c) Avalon and its Affiliates (individually and collectively) are not (and as of the Closing will not be) insolvent or left with unreasonably small capital for the operation of its business, and has not incurred (and will not incur) debts or other Liabilities beyond their ability to pay such debts or other Liabilities as they mature. (d) As of the date hereofExecution Date, Acquiror Axxxxx does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 292,000,000 invested in a trust account (the “Trust Account”), maintained by X.X. Xxxxxx Xxxxx Bank, N.A., and held in trust by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated September 14, 20202021, by and between Acquiror SPAC and the Trustee on file with the SEC Reports of Acquiror SPAC as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association SPAC Organizational Documents and AcquirorSPAC’s final prospectus dated October 21September 14, 2020 (the “Final Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26September 16, 20202021, Acquiror SPAC has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror SPAC to dissolve or liquidate pursuant to the Articles of Association SPAC Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror SPAC shall have no obligation whatsoever pursuant to the Articles of Association SPAC Organizational Documents to dissolve and liquidate the assets of Acquiror SPAC by reason of the consummation of the Transactionstransactions contemplated hereby. To AcquirorSPAC’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror SPAC shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror SPAC Class A Shares Common Stock for redemption pursuant to the Acquiror Shareholder SPAC Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror SPAC and, to the knowledge of AcquirorSPAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of AcquirorSPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror SPAC who shall have elected to redeem their shares of Acquiror SPAC Class A Shares Common Stock pursuant to the Acquiror Shareholder SPAC Stockholder Redemption or the underwriters of AcquirorSPAC’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)offering) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company Company, Pubco and Merger Sub contained herein and the compliance by the Company Company, Pubco and Merger Sub with its their respective obligations hereunder, Acquiror SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account (subject to the SPAC Stockholder Redemption) will not be available to Acquiror SPAC on the Closing Date. (c) As of the date hereof, Acquiror SPAC does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 166,280,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated November 23, 2020, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents and Acquiror’s final prospectus dated October 21November 23, 2020 (the “Final Prospectus”)2020. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26November 23, 2020, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association Acquiror Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactionstransactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares Common Stock for redemption pursuant to the Acquiror Shareholder Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares Common Stock pursuant to the Acquiror Shareholder Stockholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Holdings contained herein and the compliance by the Company and Holdings with its their respective obligations hereunder, and subject to the terms and conditions of this Agreement, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. (c) As Except for the Indebtedness under the First Lien Credit Agreement at the Closing and other Indebtedness of the Company which shall remain outstanding following the Closing, as of the date hereof, Acquiror does and Merger Sub do not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 320,993,750 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated December 7, 2020, by and between Acquiror Buyer and the Trustee on file with the SEC Reports of Acquiror Buyer as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Buyer Organizational Documents and AcquirorBuyer’s final prospectus dated October 21December 7, 2020 (the “Final Prospectus”)2020. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Buyer has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. As of the date hereof, to Buyer’s knowledge, there are no claims or proceedings pending with respect to the Trust Account. Since October 26December 7, 2020, Acquiror Buyer has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror Buyer to dissolve or liquidate pursuant to the Articles of Association Buyer Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror Buyer shall have no obligation whatsoever pursuant to the Articles of Association Buyer Organizational Documents to dissolve and liquidate the assets of Acquiror Buyer by reason of the consummation of the Transactionstransactions contemplated hereby. To AcquirorBuyer’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror Buyer shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Buyer Class A Shares Common Stock for redemption pursuant to the Acquiror Shareholder Buyer Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror Buyer and, to the knowledge of AcquirorBuyer, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of AcquirorBuyer, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror Buyer who shall have elected to redeem their shares of Acquiror Buyer Class A Shares Common Stock pursuant to the Acquiror Shareholder Buyer Stockholder Redemption or the underwriters of AcquirorBuyer’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror except for the Buyer Stockholder Redemption, Buyer has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Buyer on the Closing Date. (c) As of the date hereof, Acquiror Buyer does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 236.5 million invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26June 29, 20202021, by and between Acquiror Thunder Bridge and the Trustee on file with the SEC Reports of Acquiror Thunder Bridge as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Thunder Bridge Organizational Documents and AcquirorThunder Bridge’s final prospectus dated October 21June 29, 2020 2021 (the “Final Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Thunder Bridge has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26June 29, 20202021, Acquiror Thunder Bridge has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Merger Effective Time, the obligations of Acquiror Thunder Bridge to dissolve or liquidate pursuant to the Articles of Association Thunder Bridge Organizational Documents shall terminate, and, as of the First Merger Effective Time, Acquiror Thunder Bridge shall have no obligation whatsoever pursuant to the Articles of Association Thunder Bridge Organizational Documents to dissolve and liquidate the assets of Acquiror Thunder Bridge by reason of the consummation of the Transactions. To AcquirorThunder Bridge’s knowledge, as of the date hereof, following the First Merger Effective Time, no stockholder of Acquiror Thunder Bridge Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Thunder Bridge Common Shares for redemption pursuant to the Acquiror Thunder Bridge Shareholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror Thunder Bridge and, to the knowledge of AcquirorThunder Bridge, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of AcquirorThunder Bridge, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror Thunder Bridge Shareholders who shall have elected to redeem their shares of Acquiror Class A Thunder Bridge Common Shares pursuant to the Acquiror Thunder Bridge Shareholder Redemption or the underwriters of AcquirorThunder Bridge’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company and PubCo contained herein and the compliance by the Company and PubCo with its respective obligations hereunder, Acquiror Thunder Bridge has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Thunder Bridge on the Closing Date. (c) As of the date hereof, Acquiror Thunder Bridge does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any IndebtednessIndebtedness (other than the Working Capital Loans). (d) Except as set forth in Section 8.06(d) of the Thunder Bridge Disclosure Letter, as of the date hereof and except for the Transaction Documents and the other documents and transactions contemplated hereby and thereby (including with respect to expenses and fees incurred in connection therewith), Thunder Bridge is not party to any Contract with any other Person that would require payments by Thunder Bridge or any of its Subsidiaries after the date hereof in excess of $100,000 in the aggregate with respect to any individual Contract.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 600,000,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporationlimited purpose trust company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated February 11, 2020, 2021 by and between Acquiror CCVII and the Trustee on file with the SEC Reports of Acquiror CCVII as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association CCVII Organizational Documents and AcquirorCCVII’s final prospectus dated October 21February 11, 2020 (the “Final Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities securities, cash (including demand deposit accounts) or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror CCVII has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26June 1, 20202023, Acquiror CCVII has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror CCVII to dissolve or liquidate pursuant to the Articles of Association CCVII Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror CCVII shall have no obligation whatsoever pursuant to the Articles of Association CCVII Organizational Documents to dissolve and liquidate the assets of Acquiror CCVII by reason of the consummation of the Transactions. To AcquirorCCVII’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror CCVII shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror CCVII Class A Shares Common Stock for redemption pursuant to the Acquiror Shareholder CCVII Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror CCVII and, to the knowledge of AcquirorCCVII, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of AcquirorCCVII, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror CCVII Stockholders who shall have elected to redeem their shares of Acquiror CCVII Class A Shares Common Stock pursuant to the Acquiror Shareholder CCVII Stockholder Redemption or the underwriters of AcquirorCCVII’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein CorpAcq Representations and the compliance by Sellers and the Company CorpAcq Parties with its their respective obligations hereunder, Acquiror has to the knowledge of CCVII, there is no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror CCVII on the Closing Date. (c) As of the date hereof, Acquiror CCVII does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereofJune 30, 2020, there is was at least $259,000,000 234,150,964.57 invested in a trust account at Deutsche Bank Trust Company Americas (the “Trust Account”), maintained by Continental American Stock Transfer & Trust Company, LLC, a New York corporationlimited liability trust company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated February 7, 20202019, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents and Acquiror’s final prospectus dated October 21February 11, 2020 (the “Final Prospectus”)2019. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, default or breach under or materially delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred whichthat, with due or without notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26February 7, 20202019 through the date hereof, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association Acquiror Organizational Documents shall terminate, and, and as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactionstransactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is in full force and effect and Stockholder is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedRedeeming Stockholder. There are no separate Contracts, side letters and there are no Contracts, or other arrangements or understandings, understandings (whether written or oralunwritten, with the Trustee express or any other Person implied) that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) that would entitle any Person (other than stockholders a shareholder of Acquiror holding Acquiror Pre-Transaction Common Stock originally sold in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror Class A Shares Pre-Transaction Common Stock pursuant to the Acquiror Shareholder Redemption or Organizational Documents and the underwriters of Acquiror’s initial public offering in with respect of their Deferred Discount (as defined in the Trust Agreement)to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, neither Acquiror nor Merger Sub has no any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror and Merger Sub on the Closing Date. (c) As of the date hereof, neither Acquiror does not havenor Merger Sub has, or have has any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereofJune 9, 2022, there is at least $259,000,000 321,283,642.06 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated December 7, 2020, by and between Acquiror Buyer and the Trustee on file with the SEC Reports of Acquiror Buyer as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Buyer Organizational Documents and AcquirorBuyer’s final prospectus dated October 21December 7, 2020 (the “Final Prospectus”)2020. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAct. Acquiror Buyer has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. As of the date hereof, to Buyer’s knowledge, there are no claims or proceedings pending with respect to the Trust Account. Since October 26December 7, 2020, Acquiror Buyer has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror Buyer to dissolve or liquidate pursuant to the Articles of Association Buyer Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror Buyer shall have no obligation whatsoever pursuant to the Articles of Association Buyer Organizational Documents to dissolve and liquidate the assets of Acquiror Buyer by reason of the consummation of the Transactions. To AcquirorBuyer’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror Buyer shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Buyer Class A Shares Common Stock for redemption pursuant to the Acquiror Shareholder Buyer Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror Buyer and, to the knowledge of AcquirorBuyer, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of AcquirorBuyer, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror Buyer who shall have elected to redeem their shares of Acquiror Buyer Class A Shares Common Stock pursuant to the Acquiror Shareholder Buyer Stockholder Redemption or the underwriters of AcquirorBuyer’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror except for the Buyer Stockholder Redemption, Buyer has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Buyer on the Closing Date. (c) As of the date hereof, Acquiror Buyer does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 230,008,854.65 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporationthe Exchange Agent, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective dated as of October 26September 9, 2020, by and between Acquiror SPAC and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association SPAC Organizational Documents and AcquirorSPAC’s final prospectus dated October 21September 9, 2020 (the “Final Prospectus”)2020. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there There are no claims or proceedings pending with respect to the Trust Account. Since October 26September 9, 2020, Acquiror SPAC has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror SPAC to dissolve or liquidate pursuant to the Articles of Association SPAC Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror SPAC shall have no obligation whatsoever pursuant to the Articles of Association SPAC Organizational Documents to dissolve and liquidate the assets of Acquiror SPAC by reason of the consummation of the Transactionstransactions contemplated hereby. To Acquiror’s knowledge, as of Following the date hereof, following the First Effective Time, no stockholder of Acquiror SPAC shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares SPAC Common Stock for redemption pursuant to the Acquiror Shareholder SPAC Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror SPAC and, to the knowledge of AcquirorSPAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, modified in any respect, and, to the knowledge of Acquiror, respect and no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedcontemplated by SPAC or, to the knowledge of SPAC, by the Trustee. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror Pre-Closing SPAC Holders who shall have elected to redeem their shares of Acquiror Class A Shares SPAC Common Stock pursuant to the Acquiror Shareholder SPAC Stockholder Redemption or the underwriters of AcquirorSPAC’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming Assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or that the funds available in the Trust Account will not be available to Acquiror SPAC on the Closing Date. (c) As of the date hereof, Acquiror SPAC does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 409,482,273 invested in a trust account at X.X. Xxxxxx Xxxxx Bank N.A. (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated August 15, 20202017, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents and Acquiror’s final prospectus dated October 21August 15, 2020 (the “Final Prospectus”)2017. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26August 15, 20202017 through the date hereof, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association Acquiror Organizational Documents shall terminate, and, and as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactionstransactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is in full force and effect and Stockholder is a legal, valid and binding obligation Redeeming Stockholder or is seeking repayment of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust AccountStockholder Notes. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company and the NESCO Owner contained herein and the compliance by the Company and the NESCO Owner with its their respective obligations hereunder, Acquiror none of Acquiror, Merger Sub, Intermediate Holdings or New HoldCo has no any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Acquiror, Merger Sub, Intermediate Holdings and New HoldCo on the Closing Date. (c) As of the date hereof, Acquiror does not none of Acquiror, Merger Sub, Intermediate Holdings and New HoldCo have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any IndebtednessIndebtedness other than pursuant to the Stockholder Notes.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 2,070,000,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated July 29, 2020, by and between Acquiror SPAC and the Trustee on file with the SEC Reports of Acquiror SPAC as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association SPAC Organizational Documents and AcquirorSPAC’s final prospectus dated October 21filed with the SEC on July 31, 2020 (the “Final Prospectus”)2020. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26July 29, 2020, Acquiror SPAC has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror SPAC to dissolve or liquidate pursuant to the Articles of Association SPAC Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror SPAC shall have no obligation whatsoever pursuant to the Articles of Association SPAC Organizational Documents to dissolve and liquidate the assets of Acquiror SPAC by reason of the consummation of the Transactionstransactions contemplated hereby. To AcquirorSPAC’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror SPAC shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror SPAC Class A Shares Common Stock for redemption pursuant to the Acquiror Shareholder SPAC Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror SPAC and, to the knowledge of AcquirorSPAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of AcquirorSPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror SPAC who shall have elected to redeem their shares of Acquiror SPAC Class A Shares Common Stock pursuant to the Acquiror Shareholder SPAC Stockholder Redemption or the underwriters of AcquirorSPAC’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror SPAC on the Closing Date. (c) As of the date hereof, Acquiror SPAC does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereofof this Agreement, there is GTY has at least $259,000,000 invested 550,000,000.00 Dollars in a trust account at UBS (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of dated October 26, 20202016, by and between Acquiror GTY and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). , invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest solely in United States “government securities.” Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association GTY’s Organizational Documents and AcquirorGTY’s final prospectus dated October 2126, 2020 (the “Final Prospectus”)2016. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror GTY has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As Except as described in GTY SEC Filings, as of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26, 20202016 through the date hereof, Acquiror GTY has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror GTY to dissolve or liquidate pursuant to the Articles of Association GTY’s Organizational Documents shall terminate, and, and as of the First Effective Time, Acquiror GTY shall have no obligation whatsoever pursuant to the Articles of Association GTY’s Organizational Documents to dissolve and liquidate the assets of Acquiror GTY by reason of the consummation of the TransactionsTransaction. To Acquiror’s knowledgethe Knowledge of GTY, as of the date hereof, following the First Effective Time, no stockholder of Acquiror GTY Shareholders shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder a GTY Stock Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. (c) As of the date hereof, Acquiror does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there There is at least $259,000,000 425,000,000 (less, as of the Closing, the Redemption Amount payable to the holders of GHIV Class A Common Stock who have validly exercised their right to receive payment pursuant to the GHIV Stock Redemption, if any) invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the that certain Investment Management Trust Agreement, effective as of October 26dated January 23, 2020, by and between Acquiror GHIV and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released released, except in accordance with the Trust Agreement, the Articles of Association Agreement and Acquiror’s final prospectus dated October 21, 2020 (the “Final Prospectus”)GHIV Organizational Documents. Amounts in the Trust Account are invested in United States Government securities “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAct. Acquiror GHIV has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred whichthat, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there There are no claims or proceedings pending with respect to the Trust Account. Since October 26January 23, 2020, Acquiror GHIV has not released any money from the Trust Account (other than interest income earned on the principal held in except as permitted pursuant to the Trust Account as permitted by Agreement and the Trust Agreement)GHIV Organizational Documents. As of the First Effective TimeClosing, the obligations of Acquiror GHIV to dissolve or liquidate pursuant to the Articles of Association GHIV Organizational Documents shall terminate, and, and as of the First Effective TimeClosing, Acquiror GHIV shall have no obligation whatsoever pursuant to the Articles of Association GHIV Organizational Documents to dissolve and liquidate the assets of Acquiror GHIV by reason of the consummation of the Transactions. To Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is valid and in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement terms and has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters and there are no Contracts, or other arrangements or understandings, understandings (whether written or oralunwritten, with the Trustee express or any other Person implied) that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) that would entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)a GHIV Stock Redemption, if any) to any portion of the proceeds in the Trust Account. (b) As of the date hereof. There are no proceedings pending with or, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use knowledge of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. (c) As of the date hereofGHIV, Acquiror does not have, or have threatened by any present intention, agreement, arrangement or understanding to enter into or incur, any obligations Governmental Authority with respect to or under any Indebtednessthe Trust Account.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 510,000,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporationlimited purpose trust company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated July 7, 20202021, by and between Acquiror SPAC and the Trustee on file with the SEC Reports of Acquiror SPAC as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association SPAC Organizational Documents and AcquirorSPAC’s final prospectus dated October 21filed with the SEC on July 9, 2020 (the “Final Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities securities, cash (including demand deposit accounts) or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26July 7, 20202021, Acquiror SPAC has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror SPAC to dissolve or liquidate pursuant to the Articles of Association SPAC Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror SPAC shall have no obligation whatsoever pursuant to the Articles of Association SPAC Organizational Documents to dissolve and liquidate the assets of Acquiror SPAC by reason of the consummation of the Transactions. To AcquirorSPAC’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror SPAC shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror SPAC Class A Shares Common Stock for redemption pursuant to the Acquiror Shareholder SPAC Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror SPAC and, to the knowledge of AcquirorSPAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of AcquirorSPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror SPAC who shall have elected to redeem their shares of Acquiror SPAC Class A Shares Common Stock pursuant to the Acquiror Shareholder SPAC Stockholder Redemption or the underwriters of AcquirorSPAC’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereofof this Agreement, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror SPAC on the Closing Date. (c) As of the date hereofof this Agreement, Acquiror SPAC does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there There is at least $259,000,000 200,000,000 (less, as of the Closing, payments to stockholders of Acquiror who have validly exercised their right to receive payment pursuant to the Offer) invested in a trust account at X.X. Xxxxxx Securities (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated May 10, 20202013, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents and Acquiror’s final prospectus dated October 21May 10, 2020 (the “Final Prospectus”)2013. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there There are no claims or proceedings pending with respect to the Trust Account. Since October 26May 15, 20202013, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association Acquiror Organizational Documents shall terminate, and, and as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. To Acquiror’s knowledgetransactions contemplated hereby, as of the date hereof, and following the First Effective Time, no stockholder of Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected Acquiror Stockholder is a Converting Stockholder or is seeking repayment of outstanding promissory notes for amounts advanced by such Acquiror Stockholder to tender its shares Acquiror for Acquiror’s working capital needs prior to the Effective Time. (b) As of the date hereof, and assuming the rights of the holders of Acquiror Class A Shares for redemption pursuant Common Stock to the cause Acquiror Shareholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares Common Stock for cash pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined Organizational Documents are not exercised, available cash in the Trust Account is sufficient for Merger Sub, LLC Sub and the Surviving Company to complete the transactions contemplated by this Agreement and to pay all fees, prepayment premiums, costs (including breakage costs and termination amounts) and expenses required to be paid by Acquiror, LLC Sub or Merger Sub in connection with the transactions contemplated by this Agreement)) to any portion of the proceeds in the Trust Account. (b) . As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror none of Acquiror, LLC Sub nor Merger Sub has no any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Acquiror, LLC Sub and Merger Sub on the Closing Date. (c) As of the date hereof, Acquiror does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 690,000,000 invested in a trust account at Citibank, N.A. (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated September 6, 20202018, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents and Acquiror’s final prospectus dated October 21September 6, 2020 (the “Final Prospectus”)2018. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26September 6, 20202018 through the date hereof, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Delaware Merger Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association Acquiror Organizational Documents shall terminate, and, and as of the First Delaware Merger Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactionstransactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the First Delaware Merger Effective Time, no stockholder of Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is in full force and effect and Stockholder is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust AccountConverting Stockholder. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company Company, Holdings, Jersey Merger Sub and Delaware Merger Sub contained herein and the compliance by the Company Company, Holdings, Jersey Merger Sub and Delaware Merger Sub with its their respective obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. (c) As of the date hereof, Acquiror does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereofof this Agreement, there is at least $259,000,000 105,000,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated January 25, 20202021, by and between Acquiror LMFAO and the Trustee on file with the LMFAO SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Business Combination Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles LMFAO’s certificate or articles of Association incorporation, bylaws or other organizational or charter documents and AcquirorLMFAO’s final prospectus dated October 21January 27, 2020 (the “Final Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror LMFAO has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereofof this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since October 26January 25, 20202021, Acquiror LMFAO has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror LMFAO to dissolve or liquidate pursuant to the Articles LMFAO’s certificate or articles of Association incorporation, bylaws or other organizational or charter documents shall terminate, and, as of the First Effective TimeBusiness Combination Closing, Acquiror LMFAO shall have no obligation whatsoever pursuant to the Articles LMFAO’s certificate or articles of Association incorporation, bylaws or other organizational or charter documents to dissolve and liquidate the assets of Acquiror LMFAO by reason of the consummation of the Transactions. To AcquirorLMFAO’s knowledge, as of the date hereofof this Agreement, following the First Effective TimeBusiness Combination Closing, no stockholder of Acquiror LMFAO shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class LMFAO’s class A Shares common stock for redemption pursuant to the Acquiror Shareholder Redemptionin accordance with LMFAO’s certificate or articles of incorporation, bylaws or other organizational or charter documents. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, LMFAO and the Trustee, enforceable in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the Enforceability Exceptionsenforcement of, creditor’s rights and remedies or by other equitable principles of general application (including any limitation of equitable remedies). The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of AcquirorLMFAO, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the LMFAO SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) inaccurate. As of the date hereofof this Agreement, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror LMFAO has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror LMFAO on the Business Combination Closing Date. (c) As of the date hereof, Acquiror does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 116,150 million invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust CompanyMarkmore, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26November 8, 20202021, by and between Acquiror Liberty and the Trustee on file with the SEC Reports of Acquiror Liberty as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Liberty Organizational Documents and AcquirorLiberty’s final prospectus dated October 21November 3, 2020 2021 (the “Final Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Markmore Act of 1940, as amended. Acquiror Liberty has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26November 3, 20202021, Acquiror Liberty has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Merger Effective Time, the obligations of Acquiror Liberty to dissolve or liquidate pursuant to the Articles of Association Liberty Organizational Documents shall terminate, and, as of the First Merger Effective Time, Acquiror Liberty shall have no obligation whatsoever pursuant to the Articles of Association Liberty Organizational Documents to dissolve and liquidate the assets of Acquiror Liberty by reason of the consummation of the Transactions. To AcquirorLiberty’s knowledge, as of the date hereof, following the First Merger Effective Time, no stockholder of Acquiror Liberty Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Liberty Common Shares for redemption pursuant to the Acquiror Liberty Shareholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror Liberty and, to the knowledge of AcquirorLiberty, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of AcquirorLiberty, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror Liberty Shareholders who shall have elected to redeem their shares of Acquiror Class A Liberty Common Shares pursuant to the Acquiror Liberty Shareholder Redemption or the underwriters of AcquirorLiberty’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company Markmore and PubCo contained herein and the compliance by the Company Xxxxxxxx and PubCo with its respective obligations hereunder, Acquiror Xxxxxxx has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Liberty on the Closing Date. (c) As of the date hereof, Acquiror Liberty does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any IndebtednessIndebtedness (other than the Working Capital Loans). (d) Except as set forth in Section 7.06(d) of the Liberty Disclosure Letter, as of the date hereof and except for the Transaction Documents and the other documents and transactions contemplated hereby and thereby (including with respect to expenses and fees incurred in connection therewith), Liberty is not party to any Contract with any other Person that would require payments by Liberty or any of its Subsidiaries after the date hereof in excess of $5,000,000.00 in the aggregate with respect to any individual Contract.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 234,600,000 invested in a U.S.-based trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of dated October 26, 20202021, by and between Acquiror TKB and the Trustee on file with (as it may be amended, including to accommodate the SEC Reports of Acquiror as of the date of this Agreement (Extension, the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association TKB Organizational Documents and AcquirorTKB’s final prospectus dated October 2126, 2020 (the “Final Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities treasury bills with a maturity of one hundred and eighty five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAct. Acquiror TKB has performed all material obligations required to be performed by it to date under, and is not in material default, default or breach under or materially delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred whichthat, with due or without notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26As of the date hereof, 2020, Acquiror TKB has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust AgreementAgreement or pursuant to a TKB Share Redemption). As of the First Effective Time, the obligations of Acquiror TKB to dissolve or liquidate pursuant to the Articles of Association TKB Organizational Documents shall terminate, and, and as of the First Effective Time, Acquiror TKB shall have no obligation whatsoever pursuant to the Articles of Association TKB Organizational Documents to dissolve and liquidate the assets of Acquiror TKB by reason of the consummation of the TransactionsTKB Merger and the other transactions contemplated by this Agreement. To Acquiror’s knowledgethe Knowledge of TKB, as of the date hereof, following the First Effective Time, no stockholder of Acquiror TKB Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror TKB Shareholder validly tenders TKB Class A Shares for redemption pursuant to the Acquiror Shareholder in a TKB Share Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters and there are no Contracts, or other arrangements or understandings, understandings (whether written or oralunwritten, with the Trustee express or any other Person implied) that would (i) cause the description of the Trust Agreement in the Wejo SEC Reports to be inaccurate or (ii) that would entitle any Person (other than stockholders a holder of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)TKB Redeeming Shares) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company Wejo contained herein and the compliance by the Company Wejo with its respective obligations hereunder, Acquiror TKB has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror TKB on the Closing DateDate (net of obligations with respect to redemptions and the payment of Taxes and other permitted payments or distributions). (c) As of the date hereof, Acquiror TKB does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, incur any obligations with respect to or under any new Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 358,800,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated February 8, 20202021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents and Acquiror’s final prospectus dated October 21February 8, 2020 (the “Final Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAct. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26February 8, 20202021, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association Acquiror Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. To the knowledge of Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares Common Stock for redemption pursuant to the Acquiror Shareholder Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares Common Stock pursuant to the Acquiror Shareholder Stockholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Holdings contained herein and the compliance by the Company and Holdings with its their respective obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. (c) As of the date hereof, neither Acquiror does not havenor Merger Sub has, or have has any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 234,600,000 invested in a U.S.-based trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of dated October 26, 20202021, by and between Acquiror TKB and the Trustee on file with (as it may be amended, including to accommodate the SEC Reports of Acquiror as of the date of this Agreement (Extension, the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association TKB Organizational Documents and AcquirorTKB’s final prospectus dated October 2126, 2020 (the “Final Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities treasury bills with a maturity of one hundred and eighty five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAct. Acquiror TKB has performed all material obligations required to be performed by it to date under, and is not in material default, default or breach under or materially delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred whichthat, with due or without notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26As of the date hereof, 2020, Acquiror TKB has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust AgreementAgreement or pursuant to a TKB Share Redemption). As of the First Effective Time, the obligations of Acquiror TKB to dissolve or liquidate pursuant to the Articles of Association TKB Organizational Documents shall terminate, and, and as of the First Effective Time, Acquiror TKB shall have no obligation whatsoever pursuant to the Articles of Association TKB Organizational Documents to dissolve and liquidate the assets of Acquiror TKB by reason of the consummation of the TransactionsTKB Merger and the other transactions contemplated by this Agreement. To Acquiror’s knowledgethe Knowledge of TKB, as of the date hereof, following the First Effective Time, no stockholder of Acquiror TKB Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror TKB Shareholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. (c) As of the date hereof, Acquiror does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.validly tenders

Financial Ability; Trust Account. (a) As of the date hereofJune 15, 2022, there is at least was approximately $259,000,000 15,095,910.01 invested in a trust account at X.X. Xxxxxx Xxxxx Bank, N.A. (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated November 19, 2020, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement 2020 (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released or invested except in accordance with the Trust Agreement, the Articles of Association SPAC Organizational Documents and AcquirorSPAC’s final prospectus dated October 21November 19, 2020 (the “Final Prospectus”)2020. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26, 2020, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror SPAC to dissolve or liquidate pursuant to the Articles of Association SPAC Organizational Documents shall terminate, and, and as of the First Effective Time, Acquiror SPAC shall have no obligation whatsoever pursuant to the Articles of Association SPAC Organizational Documents to dissolve and liquidate the assets of Acquiror SPAC by reason of the consummation of the TransactionsTransactions contemplated hereby. To Acquiror’s knowledgethe knowledge of SPAC, as of the date hereof, following the First Effective Time, no stockholder of Acquiror SPAC Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is in full force and effect and SPAC Stockholder is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust AccountRedeeming SPAC Stockholder. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account (less distributions for taxes or in connection with the redemption of any shares of SPAC Common Stock in connection with the Offer) will not be available to Acquiror SPAC on the Closing Date. (c) As of the date hereof, Acquiror does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereofAgreement Date, there is at least $259,000,000 690,000,000 invested in a trust account (the “Trust Account”), ) maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October dated June 26, 20202019, by and between Acquiror Buyer and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Buyer Organizational Documents and AcquirorBuyer’s final prospectus dated October 21June 26, 2020 (the “Final Prospectus”)2019. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Buyer has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereofAgreement Date, there are no claims or proceedings pending with respect to the Trust Account. Since October June 26, 20202019 through the Agreement Date, Acquiror Buyer has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective TimeClosing, the obligations of Acquiror Buyer to dissolve or liquidate pursuant to the Articles of Association Buyer Organizational Documents shall terminate, and, and as of the First Effective TimeClosing, Acquiror Buyer shall have no obligation whatsoever pursuant to the Articles of Association Buyer Organizational Documents to dissolve and liquidate the assets of Acquiror Buyer by reason of the consummation of the Transactions. To AcquirorBuyer’s knowledge, as of the date hereofAgreement Date, following the First Effective TimeClosing, no stockholder of Acquiror Buyer Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is in full force and effect and Buyer Stockholder is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust AccountConverting Stockholder. (b) As of the date hereofAgreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its their respective obligations hereunder, Acquiror Buyer has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Buyer on the Closing Date. (c) As of the date hereofAgreement Date, Acquiror Buyer does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations obligation with respect to or under any IndebtednessDebt.

Financial Ability; Trust Account. (a) As of the date hereofJuly 27, 2020, there is was at least $259,000,000 200,000,000 invested in a trust account at Xxxxxx Xxxxxxx (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporationlimited liability trust company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated July 21, 2020, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents and Acquiror’s final prospectus dated October 21July 22, 2020 (the “Final Prospectus”)2020. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, default or breach under or materially delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred whichthat, with due or without notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26July 21, 20202020 through the date hereof, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association Acquiror Organizational Documents shall terminate, and, and as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactionstransactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is in full force and effect and Stockholder is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedRedeeming Stockholder. There are no separate Contracts, side letters and there are no Contracts, or other arrangements or understandings, understandings (whether written or oralunwritten, with the Trustee express or any other Person implied) that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) that would entitle any Person (other than stockholders a shareholder of Acquiror holding Acquiror Pre-Transaction Common Stock originally sold in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror Class A Shares Pre-Transaction Common Stock pursuant to the Acquiror Shareholder Redemption or Organizational Documents and the underwriters of Acquiror’s initial public offering in with respect of their Deferred Discount (as defined in the Trust Agreement)to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, neither Acquiror nor Merger Sub has no any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror and Merger Sub on the Closing Date. (c) As of the date hereof, neither Acquiror does not havenor Merger Sub has, or have has any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 345,000,000 invested in a U.S.-based trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated December 9, 2020, by and between Acquiror RMG II and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association RMG II’s Organizational Documents and AcquirorRMG II’s final prospectus dated October 21December 9, 2020 (the “Final Prospectus”)2020. Amounts in the Trust Account are invested in United States Government securities treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAct. Acquiror RMG II has performed all material obligations required to be performed by it to date under, and is not in material default, default or breach under or materially delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred whichthat, with due or without notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26As of the date hereof, 2020, Acquiror RMG II has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Exchange Effective Time, the obligations of Acquiror RMG II to dissolve or liquidate pursuant to the Articles of Association RMG II’s Organizational Documents shall terminate, and, and as of the First Exchange Effective Time, Acquiror RMG II shall have no obligation whatsoever pursuant to the Articles of Association RMG II’s Organizational Documents to dissolve and liquidate the assets of Acquiror RMG II by reason of the consummation of the Transactions. To AcquirorRMG II’s knowledge, as of the date hereof, following the First Exchange Effective Time, no stockholder of Acquiror RMG II Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror RMG II Shareholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedRedeeming Shareholder. There are no separate Contracts, side letters and there are no Contracts, or other arrangements or understandings, understandings (whether written or oralunwritten, with the Trustee express or any other Person implied) that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) that would entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)a Redeeming Shareholder) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror RMG II has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror RMG II on the Closing DateDate (net of obligations with respect to redemptions and the payment of Taxes and other permitted payments or distributions). (c) As of the date hereof, Acquiror RMG II does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, incur any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 230,000,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26March 10, 2020, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents and Acquiror’s final prospectus dated October 21March 10, 2020 (the “Final Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26March 10, 2020, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association Acquiror Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. To Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares Common Stock for redemption pursuant to the Acquiror Shareholder Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares Common Stock pursuant to the Acquiror Shareholder Stockholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. (c) As of the date hereof, Acquiror does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 1,100,000,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated February 13, 2020, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents and Acquiror’s final prospectus dated October 21February 13, 2020 (the “Final Prospectus”)2020. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26February 13, 2020, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association Acquiror Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactionstransactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares Common Stock for redemption pursuant to the Acquiror Shareholder Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares Common Stock pursuant to the Acquiror Shareholder Stockholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. (c) As of the date hereof, Acquiror does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereofJanuary 21, 2021, there is at least $259,000,000 1,035,892,504 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated May 29, 2020, by and between Acquiror FTAC and the Trustee on file with the SEC Reports of Acquiror FTAC as of the date of this Agreement Original Execution Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association FTAC Organizational Documents and AcquirorFTAC’s final prospectus dated October 21May 26, 2020 (the “Final Prospectus”)2020. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror FTAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereofOriginal Execution Date, there are no claims or proceedings pending with respect to the Trust Account. Since October 26May 29, 2020, Acquiror FTAC has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective TimeClosing, the obligations of Acquiror FTAC to dissolve or liquidate pursuant to the Articles of Association FTAC Organizational Documents shall terminate, and, as of the First Effective TimeClosing, Acquiror FTAC shall have no obligation whatsoever pursuant to the Articles of Association FTAC Organizational Documents to dissolve and liquidate the assets of Acquiror FTAC by reason of the consummation of the Transactionstransactions contemplated hereby. To AcquirorFTAC’s knowledge, as of the date hereofOriginal Execution Date, following the First Effective TimeClosing, no stockholder of Acquiror FTAC shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender have its shares of Acquiror FTAC Class A Shares for redemption Common Stock redeemed pursuant to the Acquiror Shareholder FTAC Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror FTAC and, to the knowledge of AcquirorFTAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of AcquirorFTAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror FTAC who shall have elected to redeem their shares of Acquiror FTAC Class A Shares Common Stock pursuant to the Acquiror Shareholder FTAC Stockholder Redemption or the underwriters of AcquirorFTAC’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereofOriginal Execution Date, assuming the accuracy of the representations and warranties of Tempo and the Company Tempo Blockers contained herein and the compliance by Tempo and the Company Tempo Blockers with its their respective obligations hereunder, Acquiror FTAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror FTAC on the Closing Date. (c) As of the date hereofOriginal Execution Date, Acquiror FTAC does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereofDecember 31, 2020, there is was at least $259,000,000 173,192,131 invested in a trust account at X.X. Xxxxxx Xxxxx Bank, N.A. (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporationlimited liability trust company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated November 6, 20202019, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents and Acquiror’s final prospectus dated October 21November 6, 2020 (the “Final Prospectus”)2019. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, default or breach under or materially delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred whichthat, with due or without notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26November 6, 20202019 through the date hereof, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association Acquiror Organizational Documents shall terminate, and, and as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactionstransactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the First Effective Time, no stockholder of Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is in full force and effect and Stockholder is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedRedeeming Stockholder. There are no separate Contracts, side letters and there are no Contracts, or other arrangements or understandings, understandings (whether written or oralunwritten, with the Trustee express or any other Person implied) that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) that would entitle any Person (other than stockholders a shareholder of Acquiror holding Acquiror Pre-Transaction Common Stock originally sold in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror Class A Shares Pre-Transaction Common Stock pursuant to the Acquiror Shareholder Redemption or Organizational Documents and the underwriters of Acquiror’s initial public offering in with respect of their Deferred Discount (as defined in the Trust Agreement)to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, neither Acquiror nor Merger Sub has no any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror and Merger Sub on the Closing Date. (c) As of the date hereof, neither Acquiror does not havenor Merger Sub has, or have has any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 171,615,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated May 20, 20202021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the Acquiror SEC Reports to be inaccurate or (ii) entitle any Person (other than any Acquiror Stockholder who is a Redeeming Stockholder) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association Acquiror Organizational Documents (including, with respect to an Extension) and Acquiror’s final prospectus dated October 21May 20, 2020 (the “Final Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedor in an interest bearing bank deposit account. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there There are no claims or proceedings Actions pending or, to the knowledge of Axxxxxxx, threatened in writing with respect to the Trust Account. Since October 26May 20, 20202021 through the date of this Agreement, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Articles of Association Acquiror Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Articles of Association Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactionstransactions contemplated hereby. To Acquiror’s knowledge, as of Following the date hereof, following the First Effective Time, no stockholder of Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption. The Trust Agreement is in full force and effect and Stockholder is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust AccountRedeeming Stockholder. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. (c) As of the date hereof, Acquiror does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereofJanuary 21, 2021, there is at least $259,000,000 1,035,892,504 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective as of October 26dated May 29, 2020, by and between Acquiror FTAC and the Trustee on file with the SEC Reports of Acquiror FTAC as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the Articles of Association FTAC Organizational Documents and AcquirorFTAC’s final prospectus dated October 21May 26, 2020 (the “Final Prospectus”)2020. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror FTAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26May 29, 2020, Acquiror FTAC has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective TimeClosing, the obligations of Acquiror FTAC to dissolve or liquidate pursuant to the Articles of Association FTAC Organizational Documents shall terminate, and, as of the First Effective TimeClosing, Acquiror FTAC shall have no obligation whatsoever pursuant to the Articles of Association FTAC Organizational Documents to dissolve and liquidate the assets of Acquiror FTAC by reason of the consummation of the Transactionstransactions contemplated hereby. To AcquirorFTAC’s knowledge, as of the date hereof, following the First Effective TimeClosing, no stockholder of Acquiror FTAC shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender have its shares of Acquiror FTAC Class A Shares for redemption Common Stock redeemed pursuant to the Acquiror Shareholder FTAC Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror FTAC and, to the knowledge of AcquirorFTAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of AcquirorFTAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror FTAC who shall have elected to redeem their shares of Acquiror FTAC Class A Shares Common Stock pursuant to the Acquiror Shareholder FTAC Stockholder Redemption or the underwriters of AcquirorFTAC’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of Tempo and the Company Tempo Blockers contained herein and the compliance by Tempo and the Company Tempo Blockers with its their respective obligations hereunder, Acquiror FTAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror FTAC on the Closing Date. (c) As of the date hereof, Acquiror FTAC does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Financial Ability; Trust Account. (a) As of the date hereof, there is at least $259,000,000 142,947,548.99 invested in a U.S.-based trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, effective dated October 28, 2021, as of amended on October 2627, 20202023, by and between Acquiror SEDA and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with and pursuant to the Trust Agreement, the Articles of Association Extension, SEDA’s Organizational Documents and AcquirorSEDA’s final prospectus dated October 2128, 2020 (2021. Following the “Final Prospectus”). Amounts Extension, amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedan interest-bearing demand deposit account. Acquiror SEDA has performed all material obligations required to be performed by it to date under, and is not in material default, default or breach under or materially delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred whichthat, with due or without notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since October 26As of the date hereof, 2020, Acquiror SEDA has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the First Effective TimeExchange, the obligations of Acquiror SEDA to dissolve or liquidate pursuant to the Articles of Association SEDA’s Organizational Documents shall terminate, and, and as of the First Effective TimeExchange, Acquiror SEDA shall have no obligation whatsoever pursuant to the Articles of Association SEDA’s Organizational Documents to dissolve and liquidate the assets of Acquiror SEDA by reason of the consummation of the Transactions. To AcquirorSEDA’s knowledge, as of the date hereof, following the First Effective TimeExchange, no stockholder of Acquiror SEDA Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Shares for redemption pursuant to the Acquiror SEDA Shareholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedRedeeming Shareholder. There are no separate Contracts, side letters and there are no Contracts, or other arrangements or understandings, understandings (whether written or oralunwritten, with the Trustee express or any other Person implied) that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) that would entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their shares of Acquiror Class A Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)a Redeeming Shareholder) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company JV GmbH contained herein and the compliance by the Company JV GmbH with its respective obligations hereunder, Acquiror SEDA has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror SEDA on the Closing DateDate (net of obligations with respect to redemptions and the payment of Taxes and other permitted payments or distributions). (c) As of the date hereof, Acquiror SEDA does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, incur any obligations with respect to or under any Indebtedness.