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 IPO Prospectus and other Purchaser SEC Documents as filed under the Exchange Act, the Purchaser’s Organizational Documents, and the Trust Agreement and understands that Purchaser has established the Trust Account described therein for the benefit of Purchaser’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 (as defined in the Purchaser’s Organizational Documents), are not consummated by February 11, 2022 or such later date as approved by the Purchaser Shareholders to complete a Business Combination (as defined in the Purchaser’s Organizational Documents), Purchaser will be obligated to return to its shareholders the amounts being held in the Trust Account. Accordingly, for and in consideration of Purchaser and Merger Sub entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company 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 save for the reasons set forth Section 13.6. Notwithstanding the foregoing, this Section 7.3 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Purchaser 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 13.16 for specific performance or other injunctive relief. This Section 7.3 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Each of the Company and Holdings acknowledges that it has read the IPO Prospectus Buyer’s final prospectus, dated December 7, 2020 and other Purchaser SEC Documents as filed under the Exchange ActReports, the Purchaser’s Buyer Organizational Documents, and the Trust Agreement and understands that Purchaser Buyer has established the Trust Account described therein for the benefit of PurchaserBuyer’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 and Holdings further acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, are not consummated by February 11September 10, 2022 or such later date as approved by the Purchaser Shareholders stockholders of Buyer to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser Buyer will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration each of Purchaser and Merger Sub entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Holdings (on behalf of itself and its controlled Affiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account (including any distributions therefrom to Buyer’s public stockholders) or 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 (or distributions therefrom) at any time for any reason whatsoever save for the reasons set forth Section 13.6. Notwithstanding the foregoingwhatsoever; provided, this Section 7.3 that nothing herein shall not serve to limit or prohibit the Company’s rights or Holdings’ right to pursue a claim against Purchaser Buyer 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 13.16 13.13 for specific performance or other injunctive relief. Each of the Company and Holdings agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Buyer to induce it to enter in this Agreement, and each of the Company and Holdings further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent either the Company or Holdings commences any Action based upon, in connection with, relating to or arising out of any matter relating to Buyer, which seeks, in whole or in part, monetary relief against Buyer, the Company and Holdings hereby acknowledge and agree that their sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or Holdings (or any party claiming on the Company’s or Holdings’ behalf or in lieu of the Company or Holdings) to have any claim against the Trust Account (including any distributions therefrom to Buyer’s public stockholders) or any amounts contained therein. In the event the Company or Holdings commences any Action based upon, in connection with, relating to or arising out of any matter relating to Buyer, which seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom to Buyer’s public stockholders), whether in the form of money damages or injunctive relief, Buyer shall be entitled to recover from the Company or Holdings the associated legal fees and costs in connection with any such action, in the event Buyer prevails in such action or proceeding. This Section 7.3 8.04 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Company acknowledges that it has read Parent is a blank check company with the IPO Prospectus power and other Purchaser SEC Documents as filed under privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Exchange Act, the Purchaser’s Organizational DocumentsCompany and one or more businesses or assets, and the Trust Agreement and Company understands that Purchaser Parent has established the Trust Account described therein for the benefit of PurchaserParent’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in Parent’s final prospectus, dated February 26, 2021, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. The Company further acknowledges and agrees that Parent’s sole assets consist of the cash proceeds of Parent’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Purchaser’s Organizational Documents), Transactions are not consummated by February 1126, 2022 2021 or such later date as approved by the Purchaser Shareholders Parent Stockholders to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser Parent will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of Purchaser and Merger Sub 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 and its 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 Parent to collect from the Trust Account any monies that may be owed to them by Parent 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 save whatsoever, including for the reasons set forth Section 13.6. Notwithstanding the foregoingany Willful Breach of this Agreement; provided, this Section 7.3 however, that (a) nothing herein shall not serve to limit or prohibit the Company’s rights right to pursue a claim against Purchaser Parent for (i) legal relief against monies or other assets held outside the Trust Account or (including from and after the consummation of a Business Combination other than the one contemplated by this Agreementii) or pursuant to Section 13.16 for specific performance or other injunctive reliefequitable relief in connection with the consummation of the Transactions so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the redemptions pursuant to the Offer and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Parent’s assets or funds that are not held in the Trust Account. This Section 7.3 7.07 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Company acknowledges that it has read the IPO Prospectus and other Purchaser SEC Documents as filed under the Exchange Act, the Purchaser’s Organizational Documents, and the Trust Agreement and understands that Purchaser has established the Trust Account described therein for the benefit of Purchaser’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 Transactionstransactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Purchaser’s Organizational DocumentsCertificate of Incorporation), are not consummated by February 11September 14, 2022 or such later date as approved by the Purchaser Shareholders Pre-Closing SPAC Holders to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser SPAC will be obligated to return to its shareholders Pre-Closing SPAC Holders the amounts being held in the Trust Account. Accordingly, for For and in consideration of Purchaser and Merger Sub SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Company hereby irrevocably waives agrees on behalf of itself and its Affiliates and Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of the Company, its Affiliates nor any pastof its Representatives does now or shall at any time prior to the Effective Time have any right, present title, interest or future Action claim of any kind against, and in or to any right to access, monies in the Trust Account or to collect from distributions therefrom, or make any claim against the Trust Account (including any monies distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or any of its Representatives, on the one hand, and, the Company, its Affiliates or any of its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). The Company, on its own behalf and on behalf of its Affiliates and Representatives, hereby irrevocably waives any Trust Account Released Claims that it or any of its Affiliates or Representatives may be owed to them for have against the Trust Account (including any reason whatsoeverdistributions therefrom) now or in the future as a result of, or arising out of, any negotiations or Contracts with SPAC or its Representatives and will not seek recourse against the Trust Account at (including any time distributions therefrom) for any reason whatsoever save (including for an alleged breach of any agreement with SPAC or its Affiliates); provided, however, that the reasons set forth Section 13.6. Notwithstanding the foregoing, this Section 7.3 shall foregoing waiver will not serve to limit or prohibit the Company’s rights to pursue Company from pursuing a claim against Purchaser SPAC, Merger Sub or any other Person for legal relief against monies or other assets of SPAC or Merger Sub held outside of the Trust Account (including any monies that are released from and after the consummation of a Business Combination other than the one contemplated by this AgreementTrust Account) or pursuant to Section 13.16 for specific performance or other injunctive relief. This Section 7.3 shall survive equitable relief in connection with the termination of this Agreement for any and every reasonTransactions.

No Claim Against the Trust Account. The Company Each of the Markmore Parties acknowledges that it has read the IPO Final Prospectus and other Purchaser SEC Documents as filed under the Exchange ActReports, the Purchaser’s Liberty Organizational Documents, and the Trust Agreement and understands that Purchaser Liberty has established the Trust Account described therein for the benefit of PurchaserLiberty’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 Markmore Parties further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, are not consummated by February 11, 2022 or such later the date as approved by the Purchaser Shareholders stockholders of Liberty to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser Liberty will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for each of the Markmore Parties (on behalf of itself and in consideration of Purchaser and Merger Sub entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are its controlled Affiliates) hereby acknowledged, the Company 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 Liberty 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 save for the reasons set forth Section 13.6whatsoever. Notwithstanding the foregoing, this Section 7.3 8.03 shall not serve to limit or prohibit any of the Company’s Markmore Parties or their respective controlled Affiliates’ rights to pursue a claim against Purchaser Liberty 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 13.16 13.13 for specific performance or other injunctive relief. This Section 7.3 8.03 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Each Target Company acknowledges that it has read the IPO Final Prospectus and other Purchaser SEC Documents as filed under the Exchange ActReports, the Purchaser’s Rigel Organizational Documents, and the Trust Agreement and understands that Purchaser Rxxxx has established the Trust Account described therein for the benefit of Purchaser’s Rxxxx’x public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Each Target Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, are not consummated by February 11August 9, 2022 2024 or such later date as approved by the Purchaser Shareholders stockholders of Rigel to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser Rigel will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for each Target Company (on behalf of itself and in consideration of Purchaser and Merger Sub entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are its controlled Affiliates) hereby acknowledged, the Company 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 Rxxxx 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 save for the reasons set forth Section 13.6whatsoever. Notwithstanding the foregoing, this Section 7.3 8.04 shall not serve to limit or prohibit the a Target Company’s or its controlled Affiliates’ rights to pursue a claim against Purchaser Rigel, Newco, Merger Sub or any of their respective 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 13.16 13.13 for specific performance or other injunctive relief. This Section 7.3 8.04 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Company acknowledges and each of the Sellers acknowledge that it has read the IPO Prospectus and other Purchaser SEC Documents as filed under the Exchange ActDocuments, the Purchaser’s Organizational DocumentsExisting SPAC Certificate of Incorporation, the Existing SPAC Bylaws and the Trust Agreement and understands that Purchaser the SPAC has established the Trust Account described therein for the benefit of Purchaserthe SPAC’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 and each Seller further acknowledges acknowledge that, if the Transactionstransactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, are not consummated by February 11July 2, 2022 or such later date as approved by the Purchaser Shareholders stockholders of the SPAC to complete a Business Combination (as defined in Combination, the Purchaser’s Organizational Documents), Purchaser SPAC will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of Purchaser and Merger Sub entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Seller (on behalf of itself and its respective controlled Affiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account Account, the Trustee and the SPAC, or to collect from the Trust Account any monies that may be owed to them by the 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 save whatsoever. This Section 6.03 shall survive the termination of this Agreement for the reasons set forth Section 13.6. Notwithstanding the foregoing, this Section 7.3 any reason; provided that nothing herein shall not serve to limit or prohibit the Company’s rights or each Seller’s right to pursue a claim against Purchaser the SPAC 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 13.16 13.14 for specific performance or other injunctive relief. This Section 7.3 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Each of the Company and Merger Sub acknowledges that it has read SPAC’s final prospectus, dated December 2, 2021 and filed with the IPO Prospectus and other Purchaser SEC Documents as filed under the Exchange Act(File No. 333-260889) on December 6, 2021, the Purchaser’s other SEC Reports, the Organizational Documents, Documents of SPAC and the Trust Agreement and understands that Purchaser SPAC has established the Trust Account described therein for the benefit of PurchaserSPAC’s public shareholders (including overallotment shares acquired by SPAC’s underwriters in its initial public offering) 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 (as defined in the Purchaser’s Organizational Documents), are not consummated by February 11, 2022 or such later date as approved by the Purchaser Shareholders to complete a Business Combination (as defined in the Purchaser’s Organizational Documents), Purchaser will be obligated to return to its shareholders the amounts being held in the Trust Account. Accordingly, for For and in consideration of Purchaser and Merger Sub SPAC entering into this Agreement, ,and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, each of the Company and Merger Sub (on behalf of itself and its respective Affiliates, Representatives and equityholders) hereby irrevocably waives any past, present or future Action right, title, interest or claims (whether based on contract, tort, equity or any other theory of legal liability) of any kind against, and in or to any right to access, monies in the Trust Account (or to collect any monies from the Trust Account any monies that may be owed Account) and agree not to them for any reason whatsoever, and will not seek recourse against the Trust Account at or any time funds distributed therefrom for any reason whatsoever save for the reasons set forth Section 13.6. Notwithstanding the foregoingwhatsoever, regardless of whether such claim arises as a result of, or arising out of or relating to, this Agreement, the other Transaction Agreements or the Transactions or any proposed or actual business relationship between SPAC or its Representatives, on the one hand, and any of the Company, Merger Sub or any of their respective Affiliates, Representatives and equityholders, on the other hand, or any other matter. For the avoidance of doubt, (x) nothing in this Section 7.3 6.03 shall not serve to limit or prohibit the Company’s rights right to pursue a claim (including for Fraud) against Purchaser SPAC for legal relief against monies or other assets of SPAC 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 13.16 for specific performance or other injunctive reliefequitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the exercise of the SPAC Shareholder Redemption Right by any SPAC Shareholder) to the Company in accordance with the terms of this Agreement and the Trust Agreement) and (y) nothing in this Section 6.03 shall serve to limit or prohibit any claims that the Company may have in the future against SPAC’s (or its successors’) assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds). This Section 7.3 6.03 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Company acknowledges that it has read the IPO Prospectus and other Purchaser SEC Documents as filed under the Exchange ActSPAC’s final prospectus, dated January 14, 2021, the Purchaser’s Organizational Documents, other SEC Reports and the Trust Agreement SPAC Organizational Documents and understands that Purchaser SPAC has established the Trust Account described therein for the benefit of PurchaserSPAC’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, that if the Transactions, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, are not consummated within 24 months from the closing of the offering contemplated by February 11SPAC’s final prospectus, 2022 or such later date as approved by the Purchaser Shareholders to complete a Business Combination (as defined in the Purchaser’s Organizational Documents), Purchaser SPAC will be obligated to return to its shareholders the amounts being held in the Trust Account. Accordingly, for and in consideration of Purchaser and Merger Sub entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby irrevocably waives any pastclaims (whether based on contract, present tort, equity or future Action any other theory of legal liability) of any kind against, and in or to any right to access, monies in the Trust Account or and agree not 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 or any time for any reason whatsoever save for the reasons set forth Section 13.6. Notwithstanding the foregoingfunds distributed therefrom as a result of, or arising out of, this Section 7.3 Agreement or the Transactions with SPAC; provided that notwithstanding anything herein or otherwise to the contrary (x) nothing herein shall not serve to limit or prohibit the Company’s rights right (1) to pursue a claim against Purchaser SPAC for legal relief against monies or other assets held outside the Trust Account Account, (including from and after the consummation of a Business Combination other than the one contemplated by this Agreement2) or pursuant to Section 13.16 for specific performance or other injunctive reliefequitable relief in connection with the consummation of the transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Shareholder Redemption) to the Company in accordance with the terms of this Agreement and the Trust Agreement), or (3) for Fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against SPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds). This Section 7.3 ‎6.03 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Company acknowledges that it has read Parent is a blank check company with the IPO Prospectus power and other Purchaser SEC Documents as filed under privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Exchange Act, the Purchaser’s Organizational DocumentsCompany and one or more businesses or assets, and the Trust Agreement and Company understands that Purchaser Parent has established the Trust Account described therein for the benefit of PurchaserParent’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in Parent’s final prospectus, dated December 14, 2020, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. The Company further acknowledges and agrees that Parent’s sole assets consist of the cash proceeds of Parent’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Purchaser’s Organizational Documents), Transactions are not consummated by February 11December 15, 2022 or such later date as approved by the Purchaser Shareholders Parent Stockholders to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser Parent will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of Purchaser and Merger Sub 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 and its 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 Parent to collect from the Trust Account any monies that may be owed to them by Parent 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 save whatsoever, including for the reasons set forth Section 13.6. Notwithstanding the foregoingany Willful Breach of this Agreement; provided, this Section 7.3 however, that (a) nothing herein shall not serve to limit or prohibit the Company’s rights right to pursue a claim against Purchaser Parent for (i) legal relief against monies or other assets held outside the Trust Account or (including from and after the consummation of a Business Combination other than the one contemplated by this Agreementii) or pursuant to Section 13.16 for specific performance or other injunctive reliefequitable relief in connection with the consummation of the Transactions so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the redemptions pursuant to the Offer and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Parent’s assets or funds that are not held in the Trust Account. This Section 7.3 7.06 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Company acknowledges that it has read the IPO Prospectus Buyer’s final prospectus, dated December 7, 2020 and other Purchaser SEC Documents as filed under the Exchange ActReports, the Purchaser’s Buyer Organizational Documents, and the Trust Agreement and understands that Purchaser Buyer has established the Trust Account described therein for the benefit of PurchaserBuyer’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 (as defined in the Purchaser’s Organizational Documents)Combination, are not consummated by February 11September 10, 2022 or such later date as approved by the Purchaser Shareholders stockholders of Buyer to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser Buyer will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of Purchaser and Merger Sub 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 and its controlled Affiliates) hereby irrevocably waives any past, present or future Action claim of any kind against, and any right to access, the Trust Account (including any distributions therefrom) or 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 (or distributions therefrom) at any time for any reason whatsoever save for the reasons set forth Section 13.6. Notwithstanding the foregoingwhatsoever; provided, this Section 7.3 that nothing herein shall not serve to limit or prohibit the Company’s rights right to pursue a claim against Purchaser Buyer 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 13.16 12.13 for specific performance or other injunctive relief. The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Buyer to induce it to enter in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent the Company commences any Action based upon, in connection with, relating to or arising out of any matter relating to Buyer, which seeks, in whole or in part, monetary relief against Buyer, the Company hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company (or any party claiming on the Company’s behalf or in lieu of the Company) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Company commences any Action based upon, in connection with, relating to or arising out of any matter relating to Buyer, which seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the stockholders of Buyer, whether in the form of money damages or injunctive relief, Buyer shall be entitled to recover from the Company the associated legal fees and costs in connection with any such action, in the event Buyer prevails in such action or proceeding. This Section 7.3 7.04 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Company and Holdings each acknowledges that it has read the IPO Prospectus Acquiror’s final prospectus, dated February 13, 2020 and other Purchaser SEC Documents as filed under the Exchange ActReports, the Purchaser’s Acquiror Organizational Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 and Holdings further acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, are not consummated by February 1119, 2022 or such later date as approved by the Purchaser Shareholders stockholders of Acquiror to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser 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 Purchaser and Merger Sub entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Holdings (on behalf of itself and its controlled Affiliates) 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 save whatsoever. This Section 7.04 shall survive the termination of this Agreement for the reasons set forth Section 13.6. Notwithstanding the foregoingany reason; provided, this Section 7.3 that nothing herein shall not serve to limit or prohibit the Company’s rights or Holdings’ right to pursue a claim against Purchaser Acquiror 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 13.16 12.13 for specific performance or other injunctive relief. This Section 7.3 7.04 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Company acknowledges that it has read the IPO Prospectus VOSO’s final prospectus, dated January 21, 2021 and other Purchaser SEC Documents as filed under the Exchange ActReports, the Purchaser’s VOSO Organizational Documents, and the Trust Agreement and understands that Purchaser VOSO has established the Trust Account described therein for the benefit of PurchaserVOSO’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 (as defined in the Purchaser’s Organizational Documents)Combination, are not consummated by February 11January 20, 2022 2023 or such later date as approved by the Purchaser Shareholders stockholders of VOSO to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser VOSO will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, the Wejo Parties, for each of themselves and in consideration of Purchaser and Merger Sub entering into this Agreementtheir respective Subsidiaries, and for good and valuable considerationAffiliates, the receipt and sufficiency of which are directors, officers, employees, equityholders, Representatives, hereby acknowledged, the Company hereby irrevocably waives waive 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 VOSO or any of its Affiliates for any reason whatsoever, whatsoever and will not seek recourse against the Trust Account at any time for any reason whatsoever save whatsoever, including for a breach of this Agreement by VOSO or any negotiations, agreements or understandings with VOSO (whether in the reasons set forth Section 13.6. Notwithstanding the foregoingpast, this Section 7.3 present or future); provided, that nothing herein shall not serve to limit or prohibit the Company’s, Wejo’s rights or the equityholders of Wejo right to pursue a claim against Purchaser VOSO 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 13.16 12.13 for specific performance or other injunctive relief. This Section 7.3 7.04 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Company acknowledges that it has read the IPO Final Prospectus and other Purchaser SEC Documents as filed under the Exchange ActReports, the Purchaser’s Acquiror Organizational Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 (as defined in the Purchaser’s Organizational Documents)Combination, are not consummated by February 11October 23, 2022 or such later date as approved by the Purchaser Shareholders stockholders of Acquiror to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of Purchaser Acquiror, First Merger Sub and Second Merger Sub 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 save for the reasons set forth Section 13.6whatsoever. Notwithstanding the foregoing, this Section 7.3 7.04 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Purchaser 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 13.16 12.13 for specific performance or other injunctive relief. This Section 7.3 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 every reasoncosts in connection with any such Action.

No Claim Against the Trust Account. The Each of the Company Parties acknowledges that it has read the IPO Final Prospectus and other Purchaser SEC Documents as filed under the Exchange ActReports, the Purchaser’s Thunder Bridge Organizational Documents, and the Trust Agreement and understands that Purchaser Thunder Bridge has established the Trust Account described therein for the benefit of PurchaserThunder Bridge’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 Each of the Company Parties further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, are not consummated by February 11July 2, 2022 2023 or such later date as approved by the Purchaser Shareholders stockholders of Thunder Bridge to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser Thunder Bridge will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration each of Purchaser and Merger Sub entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company Parties (on behalf of itself and its controlled Affiliates) 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 Thunder Bridge 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 save for the reasons set forth Section 13.6whatsoever. Notwithstanding the foregoing, this Section 7.3 9.03 shall not serve to limit or prohibit any of the Company’s Company Parties or their respective controlled Affiliates’ rights to pursue a claim against Purchaser Thunder Bridge 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 13.16 14.13 for specific performance or other injunctive relief. This Section 7.3 9.03 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. (a) The Company acknowledges that it has read Acquiror is a blank check company with the IPO Prospectus power and other Purchaser SEC Documents as filed under privileges to effect a Business Combination involving the Exchange ActCompany and one or more businesses or assets, the Purchaser’s Organizational Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 stockholders. The Company further acknowledges that, if the TransactionsTransactions are not consummated by November 5, 2021, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Purchaser’s Organizational Documents), are is not consummated by February 11November 5, 2022 2021, or such later date as approved by the Purchaser Shareholders stockholders of Acquiror to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of Purchaser and Merger Sub 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 and its Affiliates) hereby irrevocably waives any past, present or future Action claim of any kind againstagainst the Trust Account, and any right to access, the Trust Account or to collect from the Trust Account (to the extent such amounts are subject to the redemption rights of the Company’s public stockholders), with respect to 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 save whatsoever, including for any Willful Breach of this Agreement. (b) Without limiting Section 6.06(a), the reasons set forth Section 13.6. Notwithstanding Company shall have the foregoing, this Section 7.3 shall not serve to limit or prohibit the Company’s rights right to pursue a claim against Purchaser (i) Acquiror or any of its Affiliates under, and on the terms and subject to the conditions in, this Agreement or under, and on the terms and subject to the conditions in, any Ancillary Agreement to which it and Acquiror or any of its Affiliates is a party or (ii) any other party to an Ancillary Agreement to which it is a party under, and on the terms and subject to the conditions in, such Ancillary Agreement, in the case of either clause (i) or (ii), for legal relief against monies or other assets held outside the Trust Account or for specific performance (including from and after the consummation of a Business Combination other than the one contemplated by claim for Acquiror or its Affiliates to specifically perform its obligations under this Agreement) or Agreement pursuant to Section 13.16 for specific performance 11.15). (c) If the terms of the Confidentiality Agreement or other injunctive reliefany Ancillary Agreement conflicts with the terms of this Section 6.06, the terms of this Section 6.06 shall govern and control to the extent of such conflict. This Section 7.3 6.06 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Company acknowledges that it has read the IPO Prospectus and other Purchaser SEC Documents as filed under the Exchange Act, the Purchaser’s Organizational Documents, and the Trust Agreement and understands that Purchaser has established the Trust Account described therein for the benefit of Purchaser’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 (as defined in the Purchaser’s Organizational Documents), are not consummated by February 11September 12, 2022 2026 or such later date as approved by the Purchaser Shareholders to complete a Business Combination (as defined in the Purchaser’s Organizational Documents), Purchaser will be obligated to return to its shareholders the amounts being held in the Trust Account. Accordingly, for and in consideration of Purchaser and Merger Sub entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company 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 save for the reasons set forth Section 13.6. Notwithstanding the foregoing, this Section 7.3 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Purchaser 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 13.16 for specific performance or other injunctive relief. This Section 7.3 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Company and Holdings each acknowledges that it has read the IPO Prospectus Acquiror’s final prospectus, dated February 8, 2021 and other Purchaser SEC Documents as filed under the Exchange ActReports, the Purchaser’s Acquiror Organizational Documents, and the Trust Agreement Agreement, and (b) it understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 and Holdings each further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, are not consummated by February 118, 2022 2023 or such later date as approved by the Purchaser Shareholders stockholders of Acquiror to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration notwithstanding any other provision of Purchaser and Merger Sub entering into this Agreement, each of the Company and for good Holdings (on behalf of itself and valuable considerationits Affiliates) hereby (i) agrees that it does not now have, and shall not at any time prior to the Second Effective Time have, any claim to, and shall not make any claim against, the receipt and sufficiency Trust Account, regardless of which are hereby acknowledgedwhether such claim arises as a result of, in connection with or relating in any way to, the business relationship between Acquiror, on the one hand, and the Company hereby and Holdings, on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 8.04 as the “Claims”), and (ii) irrevocably waives any past, present or future Action Claims of any kind against, and any right to access, the Trust Account 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 save whatsoever. This Section 8.04 shall survive the termination of this Agreement for the reasons set forth Section 13.6. Notwithstanding the foregoing, any reason; provided that nothing in this Section 7.3 8.04 shall not serve to limit or prohibit the Company’s rights or Holdings’ right to pursue a claim against Purchaser Acquiror 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 13.16 13.13 for specific performance or other injunctive relief. This Section 7.3 8.04 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Company acknowledges that it has read the IPO Prospectus and other Purchaser SEC Documents as filed under the Exchange ActAcquiror’s final prospectus, dated September 9, 2020, the Purchaser’s Organizational Documents, other SEC Reports and the Trust Agreement Acquiror Organizational Documents and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 (as defined in the Purchaser’s Organizational Documents)Combination, are not consummated by February 11September 14, 2022 or such later date as approved by the Purchaser Shareholders stockholders of Acquiror to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of Purchaser and Merger Sub 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 and its Affiliates and equityholders) hereby irrevocably waives any past, present or future Action claims (whether based on contract, tort, equity or any other theory of legal liability) of any kind against, and in or any right to access, access any monies in the Trust Account or and agrees not 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 or any time for funds distributed therefrom as a result of, or arising out of, in connection with or relating in any reason whatsoever save for way to this Agreement or the reasons set forth Section 13.6. Notwithstanding Transactions with Acquiror; provided that notwithstanding anything herein or otherwise to the foregoing, this Section 7.3 contrary (x) nothing herein shall not serve to limit or prohibit the Company’s rights right to pursue a claim against Purchaser Acquiror for legal relief against monies or other 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 13.16 Account, for specific performance or other injunctive reliefequitable relief in connection with the consummation of the Transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Stockholder Redemption) to the Company in accordance with the terms of this Agreement and the Trust Agreement), and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account (other than to its stockholders in connection with redemptions effected prior to a Business Combination) and any assets that have been purchased or acquired by Acquiror or any successor thereof or any of their respective Affiliates with any such funds or otherwise following a Business Combination). This Section 7.3 6.03 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Company and Topco each acknowledges that it has read the IPO Prospectus Acquiror’s final prospectus, dated July 15, 2019 and other Purchaser SEC Documents as filed under the Exchange ActReports, the Purchaser’s Acquiror Organizational Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 and Topco further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, are not consummated by February 11July 15, 2022 2021 or such later date as approved by the Purchaser Shareholders stockholders of Acquiror to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser 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 Purchaser and Merger Sub entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency each of which are hereby acknowledged, the Company and Topco (on behalf of itself and their respective Affiliates, Representatives and equityholders) 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 Account, the Trustee and Acquiror, 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 save for the reasons set forth Section 13.6. Notwithstanding the foregoing, this Section 7.3 shall not serve to limit or prohibit the Company’s rights to pursue a claim against Purchaser 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 13.16 for specific performance or other injunctive reliefwhatsoever. This Section 7.3 6.03 shall survive the termination of this Agreement for any and every reason. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the Company’s or Topco’s 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 the Trust Account) or pursuant to Section 11.13 for specific performance or other injunctive relief.

No Claim Against the Trust Account. The Company acknowledges that it has read the IPO Final Prospectus and other Purchaser SEC Documents as filed under the Exchange ActReports, the Purchaser’s Acquiror Organizational Documents, and the Trust Agreement and understands that Purchaser Acquiror has established the Trust Account described therein for the benefit of PurchaserAcquiror’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 (as defined in the Purchaser’s Organizational Documents)Combination, are not consummated by February June 11, 2022 or such later date as approved by the Purchaser Shareholders stockholders of Acquiror to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser Acquiror will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of Purchaser and Merger Sub 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 and its controlled Affiliates) 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 save for the reasons set forth Section 13.6whatsoever. Notwithstanding the foregoing, this Section 7.3 7.04 shall not serve to limit or prohibit the Company’s or its controlled Affiliates’ rights to pursue a claim against Purchaser Acquiror 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 13.16 12.13 for specific performance or other injunctive relief. This Section 7.3 7.04 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Company acknowledges that it has read Parent is a blank check company with the IPO Prospectus power and other Purchaser SEC Documents as filed under privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Exchange Act, the Purchaser’s Organizational DocumentsCompany and one or more businesses or assets, and the Trust Agreement and Company understands that Purchaser Parent has established the Trust Account described therein for the benefit of PurchaserParent’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in Parent’s final prospectus, dated January 31, 2019 and other Parent SEC Reports, the Parent Organizational Documents, and the Trust Agreement. The Company further acknowledges and agrees that Parent’s sole assets consist of the cash proceeds of Parent’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Purchaser’s Organizational Documents), Transactions are not consummated by February 115, 2022 2021 or such later date as approved by the Purchaser Shareholders Parent Stockholders to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser Parent will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of Purchaser and Merger Sub 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 and its 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 Parent to collect from the Trust Account any monies that may be owed to them by Parent 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 save whatsoever, including for the reasons set forth Section 13.6. Notwithstanding the foregoingany Willful Breach of this Agreement; provided, this Section 7.3 that (a) nothing herein shall not serve to limit or prohibit the Company’s rights right to pursue a claim against Purchaser Parent for (i) legal relief against monies or other assets held outside the Trust Account or (including from and after the consummation of a Business Combination other than the one contemplated by this Agreementii) or pursuant to Section 13.16 for specific performance or other injunctive reliefequitable relief in connection with the consummation of the Transactions so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the redemptions pursuant to the Offer and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Parent’s assets or funds that are not held in the Trust Account. This Section 7.3 7.05 shall survive the termination of this Agreement for any and every reason.

No Claim Against the Trust Account. The Company acknowledges that it has read Parent is a blank check company with the IPO Prospectus power and other Purchaser SEC Documents as filed under privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Exchange Act, the Purchaser’s Organizational DocumentsCompany and one or more businesses or assets, and the Trust Agreement and Company understands that Purchaser Parent has established the Trust Account described therein for the benefit of PurchaserParent’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in Parent’s final prospectus, dated January 19, 2021, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. The Company further acknowledges and agrees that Parent’s sole assets consist of the cash proceeds of Parent’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Purchaser’s Organizational Documents), Transactions are not consummated by February 11January 20, 2022 2023 or such later date as approved by the Purchaser Shareholders Parent Stockholders to complete a Business Combination (as defined in the Purchaser’s Organizational Documents)Combination, Purchaser Parent will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of Purchaser and Merger Sub 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 and its 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 Parent to collect from the Trust Account any monies that may be owed to them by Parent 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 save whatsoever, including for the reasons set forth Section 13.6. Notwithstanding the foregoingany Willful Breach of this Agreement; provided, this Section 7.3 however, that (a) nothing herein shall not serve to limit or prohibit the Company’s rights right to pursue a claim against Purchaser Parent for (i) legal relief against monies or other assets held outside the Trust Account or (including from and after the consummation of a Business Combination other than the one contemplated by this Agreementii) or pursuant to Section 13.16 for specific performance or other injunctive reliefequitable relief in connection with the consummation of the Transactions so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the redemptions pursuant to the Offer and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Parent’s assets or funds that are not held in the Trust Account, including any amounts that were in the Trust Account but subsequently released therefrom. This Section 7.3 7.06 shall survive the termination of this Agreement for any and every reason.