Common use of No Claim Against Trust Account Clause in Contracts

No Claim Against Trust Account. The Company and each that JAC has established the Trust Account for the benefit of JAC’s public shareholders and that prior to the Closing, JAC may disburse monies from the Trust Account only (a) to JAC’s public shareholders in the event they elect to have their shares redeemed in accordance with JAC’s Charter Documents and/or the liquidation of JAC and (b) to pay income and franchise tax obligations from interest income earned in the Trust Account. The Company and Stockholder further acknowledge that, if the transactions contemplated by this Agreement (or, upon termination of this Agreement, another Business Combination) are not consummated by July 2, 2019 (as such date may be extended by a vote of JAC’s stockholders), JAC will be obligated to return to its shareholders the amounts being held in the Trust Account, unless such date is otherwise extended to a later date pursuant to the terms of the Certificate of Incorporation. Accordingly, the Company and each Stockholder, for each of itself, himself, herself and the subsidiaries, affiliated entities, directors, officers, employees, shareholders, representatives, advisors of the Company and all other associates and Affiliates, hereby waive all rights, title, interest or claim of any kind against JAC to collect from the Trust Account any monies that may be owed to them by JAC for any reason whatsoever, including a breach of this Agreement by JAC or any negotiations, agreements or understandings with JAC (whether in the past, present or future), and will not seek recourse against the Trust Account at any time for any reason whatsoever, in each case except as expressly contemplated by this Agreement (including the remedies provided in Section 10.12). This paragraph will survive the termination of this Agreement for any reason.

No Claim Against Trust Account. The Company PDC and each of the Companies acknowledges that JAC has established the Trust Account was established in connection with the IPO and is held for the sole benefit of JACBuyer’s public shareholders existing stockholders. PDC and each of the Companies acknowledges that prior Buyer and the Founder have made certain assurances to Buyer’s existing stockholders regarding the Closing, JAC may disburse monies from security of the Trust Account only (a) to JAC’s public shareholders in the event they elect to have their shares redeemed in accordance with JAC’s Charter Documents and/or the liquidation against claims of JAC creditors. PDC and (b) to pay income and franchise tax obligations from interest income earned in the Trust Account. The Company and Stockholder further acknowledge that, if the transactions contemplated by this Agreement (or, upon termination of this Agreement, another Business Combination) are not consummated by July 2, 2019 (as such date may be extended by a vote of JAC’s stockholders), JAC will be obligated to return to its shareholders the amounts being held in the Trust Account, unless such date is otherwise extended to a later date pursuant to the terms each of the Certificate of Incorporation. Accordingly, the Company Companies and each Stockholderof their respective stockholders, for each of itselfmembers, himselfRepresentatives, herself and the subsidiaries, affiliated entities, directors, officers, employees, shareholders, representatives, advisors of the Company and all other associates and Affiliates, affiliates hereby waive waives all rights, title, interest or claim of any kind against JAC (“Claims”) in or to collect from any assets in the Trust Account it has or may have in the future, including any monies that and all rights to seek access to the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction against the Trust Account or any funds distributed therefrom for any Claim it may be owed to them by JAC have against Buyer, the Founder or any of their respective Representatives, for any reason whatsoever, including including, but not limited to, a breach of this Agreement, any Ancillary Agreement, the Confidentiality Agreement by JAC or any other agreement entered into with any of the parties hereto or their affiliates or any negotiations, agreements or understandings with JAC any of the parties hereto (whether in the past, present or future). This waiver is intended and shall be deemed and construed to be irrevocable and absolute on the part of PDC and each of the Companies, and will not seek recourse shall be binding on PDC and each of the Companies and their respective Representatives, associates and affiliates, and its and their respective heirs, successors and assigns, as the case may be. PDC and each of the Companies acknowledges that it benefits from this Agreement and that Buyer is entering into this Agreement in reliance upon this Section 9.18. In the event that PDC or any of the Companies commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Buyer or the Founder, which proceeding seeks, in whole or in part, relief against the Trust Account at or any time for any reason whatsoeverPublic Stockholder, in each the case except as expressly of a Public Stockholder, relating to the transactions contemplated by this Agreement (including Agreement, whether in the remedies provided form of money damages or injunctive relief, Buyer shall be entitled to recover from PDC or the Companies, as the case may be, the associated legal fees and costs in Section 10.12)connection with any such action, in the event Buyer prevails in such action or proceeding. This paragraph will survive the termination Table of this Agreement for any reason.Contents

No Claim Against Trust Account. The Notwithstanding anything else in this Agreement, the Company and each Existing Member acknowledge that they have read the Prospectus and understand that JAC has established the Trust Account for the benefit of JAC’s public shareholders and that prior to the Closing, JAC may disburse monies from the Trust Account only (a) to JAC’s public shareholders in the event they elect to have their shares redeemed in accordance with JAC’s Charter Documents and/or the liquidation of JAC and (b) to pay income and franchise tax obligations from interest income earned in the Trust Account. The Company and Stockholder Existing Member further acknowledge that, if the transactions contemplated by this Agreement (or, upon termination of this Agreement, another Business Combination) are not consummated by July 2December 7, 2019 (as such date may be extended by a vote of JAC’s stockholders)2017, JAC will be obligated to return to its shareholders the amounts being held in the Trust Account, unless such date is otherwise extended to a later date March 17, 2018 pursuant to the terms of the Certificate of Incorporation. Accordingly, the Company and each StockholderExisting Member, for each of itself, himself, herself and the subsidiaries, affiliated entities, directors, officers, employees, shareholders, representatives, advisors of the Company and all other associates and Affiliates, hereby waive all rights, title, interest or claim of any kind against JAC to collect from the Trust Account any monies that may be owed to them by JAC for any reason whatsoever, including a breach of this Agreement by JAC or any negotiations, agreements or understandings with JAC (whether in the past, present or future), and will not seek recourse against the Trust Account at any time for any reason whatsoever, in each case except as expressly contemplated by this Agreement (including the remedies provided in Section 10.12). This paragraph will survive the termination of this Agreement for any reason.

No Claim Against Trust Account. The Seller and the Company have read a copy of Buyer’s Registration Statement on Form S-1 (SEC File No. 333-138565), as declared effective by the SEC on May 24, 2007 (the “Buyer Prospectus”). Seller understands that Buyer is a special purpose company formed for the sole purpose of consummating a “business combination” and each that JAC Buyer has established a trust account at XX Xxxxxx Xxxxx NY Bank (the “Trust Account”), maintained by Continental Stock & Transfer Company acting as trustee, initially in the amount of $263,960,000 and thereafter increased by any earned and accrued interest thereon and decreased by any applicable state or federal taxes thereon (collectively, the “Trust Assets”). Seller acknowledges that the Trust Account Assets are to be held for the benefit of JACBuyer’s public shareholders stockholders and that either distributed as part of the consummation of a business combination between Buyer and a business entity or entities meeting certain requirements or returned to Buyer’s stockholders. Seller and the Company agree that, notwithstanding any other provision contained in this Agreement, Seller and the Company do not now have, and shall not at any time prior to the ClosingClosing have, JAC may disburse monies from the Trust Account only (a) to JAC’s public shareholders in the event they elect to have their shares redeemed in accordance with JAC’s Charter Documents and/or the liquidation of JAC and (b) to pay income and franchise tax obligations from interest income earned in the Trust Account. The Company and Stockholder further acknowledge thatany claim to, if the transactions contemplated by this Agreement (oror make any claim against, upon termination of this Agreement, another Business Combination) are not consummated by July 2, 2019 (as such date may be extended by a vote of JAC’s stockholders), JAC will be obligated to return to its shareholders the amounts being held in the Trust Account, unless regardless of whether such date is otherwise extended claim arises as a result of, in connection with or relating in any way to, the business relationship between Seller and the Company, on the one hand, and Buyer, 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 a later date pursuant as the “Claims”). Notwithstanding any other provision contained in this Agreement, Seller and the Company hereby irrevocably waive any Claim they may have, now or in the future (in each case, however, prior to the terms of the Certificate of Incorporation. Accordingly, the Company and each Stockholder, for each of itself, himself, herself and the subsidiaries, affiliated entities, directors, officers, employees, shareholders, representatives, advisors of the Company and all other associates and Affiliates, hereby waive all rights, title, interest or claim of any kind against JAC to collect from the Trust Account any monies that may be owed to them by JAC for any reason whatsoever, including a breach of this Agreement by JAC or any negotiations, agreements or understandings with JAC (whether in the past, present or futureClosing Date), and will not seek recourse against against, the Trust Account at any time for any reason whatsoever, whatsoever in each case except as expressly contemplated by this Agreement (including the remedies provided in Section 10.12). This paragraph will survive the termination of this Agreement for any reasonrespect thereof.

No Claim Against Trust Account. The Company and each that JAC has established the Trust Account for the benefit of JAC’s public shareholders and that prior Reference is made to the Closingfinal prospectus of Parent, JAC may disburse dated as of February 10, 2020, and filed with the SEC (File No. 333-235724) on February 10, 2020 (the “Prospectus”). Except as otherwise described in the Prospectus, monies from the Trust Account only may be disbursed only: (a) to JAC’s the public shareholders stockholders in the event they elect to have redeem their Parent shares redeemed in accordance connection with JACthe consummation of Parent’s Charter Documents and/or initial business combination (the liquidation of JAC and “Business Combination”), (b) to pay income and franchise tax obligations from interest income earned in the Trust Account. The Company and Stockholder further acknowledge that, public stockholders if Parent fails to consummate a Business Combination within eighteen (18) months after the transactions contemplated by this Agreement closing of the IPO (or, upon termination of this Agreement, another Business Combination) are not consummated by July 2, 2019 (as such date which time period may be extended by a vote of JAC’s stockholdersas described in the Prospectus), JAC will be obligated (c) with respect to return to its shareholders any interest earned on the amounts being held in the Trust Account, unless such date as necessary to pay income or other tax obligations, or (d) to Parent after or concurrently with the consummation of a Business Combination. For and in consideration of Parent entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is otherwise extended to a later date pursuant to the terms of the Certificate of Incorporation. Accordinglyhereby acknowledged, the Company hereby agrees on behalf of itself and each Stockholderits Subsidiaries that, for each of itselfnotwithstanding anything to the contrary in this Agreement, himself, herself except as expressly permitted under Applicable Laws and the subsidiariesProspectus, affiliated entities, directors, officers, employees, shareholders, representatives, advisors of neither the Company and all other associates and Affiliates, hereby waive all rightsnor any of its Subsidiaries have any right, title, interest or claim of any kind against JAC in or to collect from any monies in the Trust Account or distributions therefrom, or will make any monies that may be owed claim against the Trust Account (including any distributions therefrom), as a result of, in connection with or relating in any way to them by JAC for any reason whatsoeverthis Agreement, including a breach regardless of this Agreement by JAC whether such claim arises based on contract, tort, equity or any negotiations, agreements other theory of legal liability (any and all such claims are collectively referred to hereafter as the (“Released Claims”). The Company on behalf of itself and its Subsidiaries hereby irrevocably waives any Released Claims that the Company or understandings with JAC any of its Subsidiaries may have against the Trust Account (whether in the past, present or future), including any distributions therefrom) and will not seek recourse against the Trust Account at (including any time for distributions therefrom) in respect of any reason whatsoeverReleased Claims. The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent and its affiliates to induce Parent to enter into this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Subsidiaries under Applicable Laws. In the event the Company or any of its Subsidiaries commences any action or proceeding in respect of the Released Claims, Parent and its Representatives, as applicable, shall be entitled to recover from the Company and its Subsidiaries the associated legal fees and costs in connection with any such action, in each case except the event Parent or its Representatives, as expressly contemplated by this Agreement (including the remedies provided applicable, prevails in Section 10.12). This paragraph will survive the termination of this Agreement for any reasonsuch action or proceeding.

No Claim Against Trust Account. The Each Founder Member and the Company and each acknowledges that JAC has established the Trust Account was established in connection with Investor’s initial public offering and is held for the sole benefit of JACInvestor’s public shareholders stockholders. Each Founder Member and the Company acknowledges that prior Investor has made certain assurances to Investor’s stockholders regarding the Closing, JAC may disburse monies from security of the Trust Account only (a) to JAC’s public shareholders in the event they elect to have their shares redeemed in accordance with JAC’s Charter Documents and/or the liquidation against claims of JAC creditors. Each Founder Member and (b) to pay income and franchise tax obligations from interest income earned in the Trust Account. The Company and Stockholder further acknowledge that, if the transactions contemplated by this Agreement (or, upon termination of this Agreement, another Business Combination) are not consummated by July 2, 2019 (as such date may be extended by a vote of JAC’s stockholders), JAC will be obligated to return to its shareholders the amounts being held in the Trust Account, unless such date is otherwise extended to a later date pursuant to the terms of the Certificate of Incorporation. Accordingly, the Company on behalf of themselves and each Stockholdertheir respective stockholders, for each of itselfmembers, himselfRepresentatives, herself and the subsidiariesassociates, affiliated entities, directors, officers, employees, shareholders, representatives, advisors of the Company and all other associates and Affiliates, heirs, successors and assigns hereby waive waives all rights, title, interest or claim of any kind against JAC (“Claims”) in or to collect from any assets in the Trust Account it has or may have in the future, including any monies that and all rights to seek access to the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction against the Trust Account or any funds distributed therefrom in connection with the Redemption for any Claim it may be owed to them by JAC have against Investor or any of its Affiliates, stockholders or Representatives for any reason whatsoever, including a breach of this Agreement, the other Transaction Documents, the Confidentiality Agreement by JAC or any other Contract entered into with any of the parties hereto or their Affiliates or any negotiations, agreements or understandings with JAC any of the parties hereto (whether in the past, present or future). This waiver is intended and shall be deemed and construed to be irrevocable and absolute on the part of each Founder Member and the Company, and will not seek recourse against shall be binding on each Founder Member and the Trust Account at any time for any reason whatsoeverCompany and their respective stockholders, in each case except as expressly contemplated by members, Representatives, associates, Affiliates, heirs, successors and assigns. Each Founder Member and the Company acknowledges that it benefits from this Agreement (including and that Investor is entering into this Agreement in reliance upon this Section 6.09. In the remedies provided event that a Founder Member or the Company commences any claim or Litigation in violation of this Section 10.12)6.09, Investor shall be entitled to recover from the Founder Members or the Company, as the case may be, the associated legal fees and costs in connection with any such action, excluding in the case of any successful Litigation with a judgment that Investor committed fraud, it being expressly understood that the Founder Members have no obligation whatsoever to advance legal fees and costs of Investor in defending any Litigation alleging that Investor committed fraud. This paragraph will Section 6.09 shall survive the termination of this Agreement for any reasonAgreement.

No Claim Against Trust Account. The Notwithstanding anything else in this Agreement, the Company and each Stockholder acknowledge that they have read the Prospectus and understand that JAC has established the Trust Account for the benefit of JAC’s public shareholders and that prior to the Closing, JAC may disburse monies from the Trust Account only (a) to JAC’s public shareholders in the event they elect to have their shares redeemed in accordance with JAC’s Charter Documents and/or the liquidation of JAC and (b) to pay income and franchise tax obligations from interest income earned in the Trust Account. The Company and Stockholder further acknowledge that, if the transactions contemplated by this Agreement (or, upon termination of this Agreement, another Business Combination) are not consummated by July 2September 3, 2019 2018 (as such date may be extended by a vote of JAC’s stockholders), JAC will be obligated to return to its shareholders the amounts being held in the Trust Account, unless such date is otherwise extended to a later date pursuant to the terms of the Certificate of Incorporation. Accordingly, the Company and each Stockholder, for each of itself, himself, herself and the subsidiaries, affiliated entities, directors, officers, employees, shareholders, representatives, advisors of the Company and all other associates and Affiliates, hereby waive all rights, title, interest or claim of any kind against JAC to collect from the Trust Account any monies that may be owed to them by JAC for any reason whatsoever, including a breach of this Agreement by JAC or any negotiations, agreements or understandings with JAC (whether in the past, present or future), and will not seek recourse against the Trust Account at any time for any reason whatsoever, in each case except as expressly contemplated by this Agreement (including the remedies provided in Section 10.12). This paragraph will survive the termination of this Agreement for any reason.