Common use of No Claim Against the Trust Account Clause in Contracts

No Claim Against the Trust Account. The Company acknowledges that it has read the Final Prospectus and other SEC Reports, Acquiror’s Governing Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by March 1, 2023 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates and its and their respective Representatives) hereby irrevocably waives any past, present or future Action of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it the Acquiror is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus Acquiror’s final prospectus, dated October 18, 2017 and other Acquiror SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that the Acquiror’s sole assets consist of the cash proceeds of the Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the Transactionstransactions contemplated by this Agreement are not consummated by January 23, 2020, or, in the event of a termination of this Agreement, another Business Combination, are Combination is not consummated by March 1October 23, 2023 2019 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror including, without limitation, for legal relief against assets held outside the Trust Account (including from and after the consummation any Willful Breach of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.05 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it has read the Final Prospectus Acquiror’s final prospectus, dated November 17, 2021, and other Acquiror SEC Reports, Acquiror’s Governing Documents, the Acquiror Organizational Documents and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreementtherein. The Company further acknowledges that, if the Transactions, transactions contemplated by this Agreement or, in the event of a termination of this Agreement, another Business Combination, Combination are not consummated by March 1August 19, 2023 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this AgreementCompany, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective Representatives) Affiliates, hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.06 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it has read the Final Prospectus FTAC’s final prospectus, dated August 18, 2020 and other SEC Reports, Acquiror’s Governing FTAC Organizational Documents, and the Trust Agreement and understands that Acquiror FTAC has established the Trust Account described therein for the benefit of AcquirorFTAC’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by March 1August 21, 2023 2022 or such later date as approved by the shareholders stockholders of Acquiror FTAC to complete a Business Combination, Acquiror FTAC will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates and its and their respective Representatives) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing; provided, this Section 7.03 that nothing herein shall not serve to limit or prohibit the Company’s, PGHL’s rights or the equityholders’ of PGHL right to pursue a claim against Acquiror FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one as contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it Purchaser is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus Purchaser’s final prospectus, dated April 5, 2019 and other SEC Reports, Acquiror’s Governing Documentsthe Memorandum and Articles of Association, and the Trust Agreement and understands that Acquiror Purchaser has established the Trust Account described therein for the benefit of AcquirorPurchaser’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Purchaser’s sole assets consist of the cash proceeds of Purchaser’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, Transactions are not consummated by March 1April 8, 2023 2021 or such later date as approved by the shareholders of Acquiror Purchaser to complete a Business Combination, Acquiror Purchaser will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Purchaser to collect from the Trust Account any monies that may be owed to them by Purchaser or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives Company commences any Action against or involving the Trust AccountFund in violation of the foregoing, Acquiror the Purchaser shall be entitled to recover from such Person its party the associated reasonable legal fees and costs in connection with any such Action, in the event Purchaser prevails in such Action. This Section 8.19 shall survive the termination of this Agreement.

No Claim Against the Trust Account. The Company Each of the Company, Tempo, the Tempo Blockers acknowledges that it has read the Final Prospectus FTAC’s final prospectus, dated May 26, 2020 and other SEC Reports, Acquiror’s Governing the FTAC Organizational Documents, and the Trust Agreement and understands that Acquiror FTAC has established the Trust Account described therein for the benefit of AcquirorFTAC’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company Each of the Company, Tempo and the Tempo Blockers further acknowledges acknowledge that, if the Transactionstransactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by March 1May 29, 2023 2022 or such later date as approved by the shareholders stockholders of Acquiror FTAC to complete a Business Combination, Acquiror FTAC will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration each of the Acquiror Parties entering into this AgreementCompany, Tempo and for good and valuable consideration, the receipt and sufficiency of which are Tempo Blockers hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates and its and their respective Representatives) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by FTAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing; provided, this Section 7.03 that nothing herein shall not serve to limit or prohibit the Company’s, Tempo’s rights or the equityholders’ of Tempo’s right to pursue a claim against Acquiror FTAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one as contemplated by this Agreement) or pursuant to Section 12.13 13.13 for specific performance or other injunctive relief. This Section 7.03 8.03 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it Acquiror is a special purpose acquisition company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus Acquiror’s final prospectus, dated February 1, 2021, and other Acquiror SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Xxxxxxxx’s sole assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, Transactions are not consummated by March 1September 4, 2023 2023, or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 7.04 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Each of the Company and the Cision Owner acknowledges that it has read the Final Prospectus Acquiror’s final prospectus, dated October 13, 2015 and other SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in therein. Each of the Trust Agreement. The Company and the Cision Owner further acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by March 1October 19, 2023 2017 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration each of the Acquiror Parties entering into this Agreement, Company and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (Cision Owner on behalf of itself, its Subsidiaries, itself and its Affiliates and its and their respective Representatives) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 8.06 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it Acquiror is a special purpose acquisition company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus Acquiror’s final prospectus, dated July 19, 2022, and other Acquiror SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Axxxxxxx’s sole assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, Transactions are not consummated by March 1January 19, 2023 2023, or such later date as approved by the shareholders stockholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders of Acquior Public Common Shares the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.04 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it the Acquiror is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus Acquiror’s final prospectus, dated December 23, 2020 and other Acquiror SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that the Acquiror’s sole assets consist of the cash proceeds of the Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of transactions contemplated by this Agreement, another Business Combination, Agreement are not consummated by March 1June 30, 2023 2022, or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror including, without limitation, for legal relief against assets held outside the Trust Account (including from and after the consummation any Willful Breach of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.05 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it Acquiror is a special purpose acquisition company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus Acquiror’s final prospectus, dated July 16, 2021, and other Acquiror SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Acquiror’s sole assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of transactions contemplated by this Agreement, another Business Combination, Agreement are not consummated by March 1July 19, 2023 2022, or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.04 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that Buyer is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Company acknowledges that it has read the Final Prospectus Buyer’s final prospectus, dated June 26, 2019, and other SEC Reports, Acquiror’s Governing the Buyer Organizational Documents, and the Trust Agreement and understands that Acquiror Buyer has established the Trust Account described therein for the benefit of Acquiror’s public shareholders the Buyer Stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Buyer’s sole assets consist of the cash proceeds of Buyer’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public stockholders. The Company further acknowledges that, if the TransactionsTransactions are not consummated by October 1, 2021, or, in the event of a termination of this Agreement, another Business Combination, are is not consummated by March July 1, 2023 2021, or such later date as approved by the shareholders of Acquiror Buyer Stockholders to complete a Business Combination, Acquiror Buyer will be obligated to return to its shareholders the Buyer Stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Buyer to collect from the Trust Account any monies that may be owed to them by Buyer or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation any willful breach of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 5.10 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it Acquiror is a special purpose acquisition company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus Acquiror’s final prospectus, dated December 1, 2021 and filed on December 6, 2021, and other Acquiror SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Axxxxxxx’s sole assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of transactions contemplated by this Agreement, another Business Combination, Agreement are not consummated by March 1, 2023 or such later date as approved by the shareholders of Acquiror to complete a Business CombinationTermination Date, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.04 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it has read the Final Prospectus Acquiror’s final prospectus, dated July 21, 2020, and other SEC Reports, Acquiror’s Governing Documents, the Acquiror Organizational Documents and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreementtherein. The Company further acknowledges that, if the Transactions, transactions contemplated by this Agreement or, in the event of a termination of this Agreement, another Business Combination, Combination are not consummated by March 1April 24, 2023 2022 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this AgreementCompany, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective Representatives) Affiliates, hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.05 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it CBAH is a special purpose acquisition company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus CBAH’s final prospectus, dated December 11, 2021, and other CBAH SEC Reports, Acquiror’s Governing the CBAH Organizational Documents, and the Trust Agreement and understands that Acquiror CBAH has established the Trust Account described therein for the benefit of AcquirorCBAH’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that CBAH’s sole assets consist of the cash proceeds of CBAH’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of transactions contemplated by this Agreement, another Business Combination, Agreement are not consummated by March 1December 15, 2023 2022, or such later date as approved by the shareholders of Acquiror CBAH to complete a Business Combination, Acquiror CBAH will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and CBAH to collect from the Trust Account any monies that may be owed to them by CBAH or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.04 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges Notwithstanding anything else in this Agreement, JV GmbH, PP Holding, and the Shareholders acknowledge that it has they have read the Final Prospectus SEDA’s final prospectus, dated November 1, 2021, and other SEC Reports, AcquirorSEDA’s Governing Documents, Organizational Documents and the Trust Agreement and understands that Acquiror SEDA has established the Trust Account described therein for the benefit of AcquirorSEDA’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in therein. JV GmbH, PP Holding, and the Trust Agreement. The Company Shareholders further acknowledges acknowledge that, if the Transactions, Transactions or, in the event of a termination of this Agreement, another Business Combination, Combination are not consummated by March 12, 2023 2024, or such later date as approved by the shareholders of Acquiror SEDA or the SEDA Board, following shareholder approval, to complete a Business CombinationCombination in connection with an extension, Acquiror SEDA will be obligated to return to its shareholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this AgreementJV GmbH, PP Holding, and for good and valuable considerationthe Shareholders, the receipt and sufficiency of which are hereby acknowledged, the Company (each on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective Representatives) Affiliates, hereby irrevocably waives waive any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and SEDA to collect from the Trust Account any monies that may be owed to them by SEDA or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 9.06 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it has read the Final Prospectus Acquiror’s final prospectus, dated November 6, 2019, and other SEC Reports, Acquiror’s Governing Documents, the Acquiror Organizational Documents and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreementtherein. The Company further acknowledges that, if the Transactions, transactions contemplated by this Agreement or, in the event of a termination of this Agreement, another Business Combination, Combination are not consummated by March 1November 12, 2023 2021 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this AgreementCompany, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective Representatives) Affiliates, hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.06 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it the Acquiror is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus Acquiror's final prospectus, dated March 14, 2019 and other Acquiror SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has ​ established the Trust Account described therein for the benefit of Acquiror’s 's public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that the Acquiror's sole assets consist of the cash proceeds of the Acquiror's initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions, transactions contemplated by this Agreement or, in the event of a termination of this Agreement, another Business Combination, are or is not consummated by March 119, 2023 2021 or such later date as approved by the shareholders stockholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror including, without limitation, for legal relief against assets held outside the Trust Account (including from and after the consummation any Willful Breach of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.06 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Each of the Company and Newco acknowledges that it has read the Final Prospectus Acquiror’s final prospectus, dated January 24, 2018 and other SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in therein. Each of the Trust Agreement. The Company and Newco further acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by March 1October 31, 2023 2019 or such later date as approved by the shareholders stockholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration each of the Acquiror Parties entering into this Agreement, Company and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company Newco (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.06 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it has read the Final Prospectus Acquiror’s final prospectus, dated May 10, 2013 and other SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreementtherein. The Company further acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by March 1May 15, 2023 2015 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, itself and its Affiliates and its and their respective Representatives) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.8 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it Holicity is a special purpose acquisition company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus Holicity’s final prospectus, dated August 4, 2020, and other Holicity SEC Reports, Acquiror’s Governing the Holicity Organizational Documents, and the Trust Agreement and understands that Acquiror Holicity has established the Trust Account described therein for the benefit of AcquirorHolicity’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Holicity’s sole assets consist of the cash proceeds of Holicity’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of transactions contemplated by this Agreement, another Business Combination, Agreement are not consummated by March 1August 7, 2023 2022, or such later date as approved by the shareholders of Acquiror Holicity to complete a Business Combination, Acquiror Holicity will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Holicity to collect from the Trust Account any monies that may be owed to them by Holicity or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.05 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that Acquiror is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and further acknowledges that it has read the Final Prospectus and other Acquiror SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that Axxxxxxx’s sole assets consist of the cash proceeds of Acquiror’s initial public offering, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by March 1December 20, 2023 2024 or such later date as approved by the shareholders stockholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its directors, managers, officers, Affiliates, stockholders, members and their respective Representativestrustees) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror including for legal relief against assets held outside the Trust Account (including from and after the consummation any Willful Breach of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This The provisions of this Section 7.03 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it Acquiror is a special purpose acquisition company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus Acquiror’s final prospectus, dated September 23, 2020, and other Acquiror SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Acquiror’s sole assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of transactions contemplated by this Agreement, another Business Combination, Agreement are not consummated by March 1September 24, 2023 2022, or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.5 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it Acquiror is a special purpose acquisition company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus Acquiror’s final prospectus, dated July 16, 2021, and other Acquiror SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Axxxxxxx’s sole assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of transactions contemplated by this Agreement, another Business Combination, Agreement are not consummated by March 1January 20, 2023 (or April 20, 2023, upon Sponsor’s or its Affiliates or designees exercise of its option to extend the period of time to consummate a business combination, which the Sponsor has undertaken to do in the Sponsor Support Agreement), or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.04 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it Acquiror has read established the Final Prospectus and other SEC ReportsTrust Account described in Acquiror’s final prospectus for its initial public offering, dated January 11, 2021, the Acquiror’s Governing Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by March 1January 14, 2023 or such later date as approved by the shareholders of Acquiror Stockholders to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and notwithstanding anything to the contrary in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates and its and their respective Representativesmembers) hereby irrevocably waives any past, present or future Action right, title, interest or claim (whether based on contract, tort, equity or any other theory of legal liability) of any kind against, and irrevocably waives any right to access, the Trust Account and the Trustee, or to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding For the foregoingavoidance of doubt, nothing in this Section 7.03 6.17 shall not serve to limit constitute a waiver by the Company (on behalf of itself, its Affiliates or prohibit the Company’s its members) of any rights to pursue a claim it may have against Acquiror for legal relief against or its Affiliates with respect to any assets or funds held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive reliefAccount. This Section 7.03 6.17 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it SPAC is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus SPAC’s final prospectus, dated March 15, 2021, and other SPAC SEC Reports, Acquiror’s Governing the SPAC Organizational Documents, and the Trust Agreement and understands that Acquiror SPAC has established the Trust Account described therein for the benefit of AcquirorSPAC’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that SPAC’s sole assets currently consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions, Transactions or, in the event of a termination of this Agreement, another Business Combination, are or is not consummated by March 1, 2023 within the requisite period set forth in the SPAC Organizational Documents or such later date as approved by the shareholders stockholders of Acquiror SPAC to complete a Business Combination, Acquiror SPAC will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror including, without limitation, for legal relief against assets held outside the Trust Account (including from and after the consummation any Willful Breach of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.05 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it Acquiror is a special purpose acquisition company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus Acquiror’s final prospectus, dated March 5, 2020, and other Acquiror SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Acquiror’s sole assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of transactions contemplated by this Agreement, another Business Combination, Agreement are not consummated by March 110, 2023 2022, or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.05 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company Each of S1 Holdco, the CSC Blockers and OpenMail acknowledges that it has read the Final Prospectus Trebia’s final prospectus, dated June 18, 2020 and other SEC Reports, Acquiror’s Governing the Trebia Organizational Documents, and the Trust Agreement and understands that Acquiror Trebia has established the Trust Account described therein for the benefit of AcquirorTrebia’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company Each of S1 Holdco, the CSC Blockers and OpenMail further acknowledges acknowledge that, if the Transactionstransactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by March 1June 19, 2023 2022 or such later date as approved by the shareholders stockholders of Acquiror Trebia to complete a Business Combination, Acquiror Trebia will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration each of the Acquiror Parties entering into this Agreement, and for good and valuable considerationS1 Holdco, the receipt CSC Blockers and sufficiency of which are OpenMail hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates and its and their respective Representatives) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by Trebia or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing; provided, this Section 7.03 that nothing herein shall not serve to limit or prohibit S1 Holdco, the CompanyCSC Blockers, OpenMail or the equityholders’ of S1 Holdco, the CSC Blockers or OpenMail’s rights right to pursue a claim against Acquiror Trebia or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one as contemplated by this Agreement) or pursuant to Section 12.13 15.13 for specific performance or other injunctive relief. This Section 7.03 9.03 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it Parent, and after the Reincorporation Effective Time, Purchaser, is a special purpose acquisition company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus Parent’s final prospectus, Registration No. 333-263874, filed April 26, 2022, and other Parent SEC Reports, Acquiror’s Governing the Parent and Purchaser Organizational Documents, and the Trust Agreement and understands that Acquiror the Parent has established the Trust Account described therein for the benefit of AcquirorParent’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that the Purchaser’s sole assets consist of the cash proceeds of the Parent’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of transactions contemplated by this Agreement, another Business Combination, Agreement are not consummated by March 1the Termination Date, 2023 the Parent or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror Purchaser will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and the Purchaser to collect from the Trust Account any monies that may be owed to them by the Purchaser or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 14.14 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it Acquiror is a special purpose acquisition company with the power and privileges to effect a merger, asset acquisition, reorganization, or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus Acquiror’s final prospectus, dated January 11, 2022, and other Acquiror SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Xxxxxxxx’s sole assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of transactions contemplated by this Agreement, another Business Combination, Agreement are not consummated by March January 1, 2023 2023, or such later date as approved by the shareholders stockholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present present, or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.5 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company Each of the Company, Holdings, Delaware Merger Sub and Jersey Merger Sub acknowledges that it has read the Final Prospectus Acquiror’s final prospectus, dated September 6, 2018 and other SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in therein. Each of the Trust Agreement. The Company Company, Holdings, Delaware Merger Sub and Jersey Merger Sub further acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by March 1September 6, 2023 2020 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration each of the Acquiror Parties entering into this AgreementCompany, Holdings, Delaware Merger Sub and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company Jersey Merger Sub (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 8.06 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it has read the Final Prospectus Acquiror’s final prospectus, dated February 11, 2019, and other SEC Reports, Acquiror’s Governing Documents, the Acquiror Organizational Documents and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreementtherein. The Company further acknowledges that, if the Transactions, transactions contemplated by this Agreement or, in the event of a termination of this Agreement, another Business Combination, Combination are not consummated by March 1February 12, 2023 2021 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this AgreementCompany, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective Representatives) Affiliates, hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.06 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Each of the Company and the NESCO Owner acknowledges that it has read the Final Prospectus Acquiror’s final prospectus, dated August 15, 2017 and other SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in therein. Each of the Trust Agreement. The Company and the NESCO Owner further acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by March 1August 21, 2023 2019 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration each of the Acquiror Parties entering into this Agreement, Company and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (NESCO Owner on behalf of itself, its Subsidiaries, itself and its Affiliates and its and their respective Representatives) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 7.06 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it SPAC is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus SPAC’s final prospectus, dated March 15, 2021, and other SPAC SEC Reports, Acquiror’s Governing the SPAC Organizational Documents, and the Trust Agreement and understands that Acquiror SPAC has established the Trust Account described therein for the benefit of AcquirorSPAC’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that SPAC’s sole assets currently consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions, Transactions or, in the event of a termination of this Agreement, another Business Combination, are or is not consummated by March 1, 2023 within the requisite period set forth in the SPAC Organizational Documents or such later date as approved by the shareholders stockholders of Acquiror SPAC to complete a Business Combination, Acquiror SPAC will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror including, without limitation, for legal relief against assets held outside the Trust Account (including from and after the consummation any Willful Breach of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 ‎Section 6.05 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it the Acquiror is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus Acquiror’s final prospectus, dated October 16, 2018 and other Acquiror SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that the Acquiror’s sole assets consist of the cash proceeds of the Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of transactions contemplated by this Agreement, another Business Combination, Agreement are not consummated by March 1July 31, 2023 2020 or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror including, without limitation, for legal relief against assets held outside the Trust Account (including from and after the consummation any Willful Breach of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.05 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that Acquiror is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and further acknowledges that it has read the Final Prospectus and other Acquiror SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that Xxxxxxxx’s sole assets consist of the cash proceeds of Acquiror’s initial public offering, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by March 1December 20, 2023 2024 or such later date as approved by the shareholders stockholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its directors, managers, officers, Affiliates, stockholders, members and their respective Representativestrustees) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror including for legal relief against assets held outside the Trust Account (including from and after the consummation any Willful Breach of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This The provisions of this Section 7.03 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it SPAC is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus SPAC’s final prospectus, dated October 5, 2020, and other SPAC SEC Reports, Acquiror’s Governing the SPAC Organizational Documents, and the Trust Agreement and understands that Acquiror SPAC has established the Trust Account described therein for the benefit of AcquirorSPAC’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions, Transactions or, in the event of a termination of this Agreement, another Business Combination, are or is not consummated by March 1, 2023 within the requisite period set forth in the SPAC Organizational Documents or such later date as approved by the shareholders stockholders of Acquiror SPAC to complete a Business Combination, Acquiror SPAC will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror including, without limitation, for legal relief against assets held outside the Trust Account (including from and after the consummation any Willful Breach of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.06 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it Acquiror is a blank check company with the power and privileges to effect a Business Combination and the Company has read the Final Prospectus Acquiror’s final prospectus, dated January 11, 2021 and other Acquiror SEC Reports, Acquiror’s Governing Documentsthe Articles of Association, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Xxxxxxxx’s sole assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public shareholders. The Company further acknowledges that, if the Transactions, Transactions or, in the event of a termination of this Agreement, another Business Combination, are or is not consummated by March 1, 2023 the Automatic Extension Deadline or such later date as approved by the shareholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror including, without limitation, for legal relief against assets held outside the Trust Account (including from and after the consummation any Willful Breach of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 5.04 shall survive the termination of this Agreement for any reason. In Notwithstanding the event that foregoing, the Companyforegoing waiver will not limit or prohibit the Company from pursuing a claim against Acquiror, any of its SubsidiariesFirst Merger Sub, any of its Affiliates Second Merger Sub or any other Person (a) for legal relief against monies or other assets of its the Acquiror, First Merger Sub or their respective Representatives commences any Action against or involving Second Merger Sub held outside of the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against Acquiror (or any successor entity), First Merger Sub or Second Merger Sub in the event this Agreement is terminated for any reason and Acquiror consummates a Business Combination with another Person, in each case of clauses (a) and (b), so long as such Actionclaim would not affect Acquiror’s ability or obligation to effectuate the redemption of any Redeeming Shareholder’s Acquiror Class A Shares.

No Claim Against the Trust Account. The Company acknowledges that it has read the Final Prospectus and other SEC Reports, Acquiror’s Governing Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein in Acquiror’s final prospectus, dated February 9, 2021, the Acquiror Organizational Documents, and the Trust Agreement for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by March 1February 9, 2023 or such later date as approved by the shareholders of Acquiror Stockholders to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and notwithstanding anything to the contrary in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective Representativescontrolled Affiliates) hereby irrevocably waives any past, present or future Action right, title, interest or claim (whether based on contract, tort, equity or any other theory of legal liability) of any kind against, and irrevocably waives any right to access, the Trust Account and the Trustee, or to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This Section 6.03 shall survive the termination of this Agreement for any reason. Notwithstanding the foregoing, this Section 7.03 nothing herein shall not serve to limit or prohibit the Company’s rights right to pursue a claim against Acquiror for legal relief against assets of Acquiror held outside the Trust Account (including any assets that have been purchased or acquired with any funds that have been released from and after the consummation of a Business Combination other than the one contemplated by this AgreementTrust Account) or pursuant to Section 12.13 11.13 for specific performance or other injunctive relief. This Section 7.03 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Notwithstanding anything else in this Agreement, the Company acknowledges and the Major Shareholders acknowledge that it has they have read the Final Prospectus RMG II’s final prospectus, dated December 9, 2020, and other SEC Reports, AcquirorRMG II’s Governing Documents, Organizational Documents and the Trust Agreement and understands that Acquiror RMG II has established the Trust Account described therein for the benefit of AcquirorRMG II’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreementtherein. The Company and the Major Shareholders further acknowledges acknowledge that, if the Transactions, Transactions or, in the event of a termination of this Agreement, another Business Combination, Combination are not consummated by March 1December 14, 2023 2022, or such later date as approved by the shareholders of Acquiror RMG II to complete a Business Combination, Acquiror RMG II will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (and the Major Shareholders, each on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective Representatives) Affiliates, hereby irrevocably waives waive any past, present or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and RMG II to collect from the Trust Account any monies that may be owed to them by RMG II or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 8.05 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

No Claim Against the Trust Account. The Company acknowledges that it Acquiror is a special purpose acquisition company with the power and privileges to effect a merger, asset acquisition, reorganization, or similar business combination involving the Company and one or more businesses or assets, and the Company has read the Final Prospectus Acquiror’s final prospectus, dated January 11, 2022, and other Acquiror SEC Reports, Acquiror’s Governing the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company further acknowledges and agrees that Xxxxxxxx’s sole assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust AgreementAccount for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of transactions contemplated by this Agreement, another Business Combination, Agreement are not consummated by March 1January 11, 2023 2024, or such later date as approved by the shareholders stockholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the Acquiror Parties entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself, its Subsidiaries, its Affiliates itself and its and their respective RepresentativesAffiliates) hereby irrevocably waives any past, present present, or future Action claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account or and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. Notwithstanding the foregoing, this Section 7.03 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Acquiror for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement) or pursuant to Section 12.13 for specific performance or other injunctive relief. This Section 7.03 6.5 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its Subsidiaries, any of its Affiliates or any of its or their respective Representatives commences any Action against or involving the Trust Account, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.