Common use of Recycled Shares Clause in Contracts

Recycled Shares. The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market (including through nonredeeming holders) prior to the closing of the Business Combination; provided, that any purchases of Recycled Shares by Seller prior to the deadline of PACI’s redemption offer in connection with the Business Combination will be at a price no higher than the Initial Price; provided further, that (i) Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares” and (ii) Seller shall not vote such Shares in connection with the Business Combination. Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. Additional Shares: The Seller may purchase Additional Shares from the Counterparty, in Seller’s sole discretion, for no additional consideration, with such number of Shares to be specified in a Pricing Date Notice as Additional Shares; provided, that the number of Additional Shares that Seller may purchase from the Counterparty shall not exceed (x) the Maximum Number of Shares, minus (y) the Recycled Shares. For the avoidance of doubt, any Additional Shares purchased by Seller will not be included in the Number of Shares for purposes of determining the Prepayment Amount but will be included in the Number of Shares for all other purposes and thus may increase the amount owed to Counterparty by Seller as described in the section entitled “Settlement Amount.”

Recycled Shares. The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market or via redemption reversals (other than through Counterparty, including through nonredeeming holders) prior to the closing of the Business Combination; provided, that any purchases of Recycled Shares by Seller prior to the deadline of PACI’s redemption offer in connection with the Business Combination will be at a price no higher than the Initial Priceseparate redemption-reversal agreement between Seller and Counterparty); provided further, that (i) Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares.” and (ii) Seller shall not vote such Shares in connection with the Business Combination. Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. Additional SharesPrepayment: The Seller may purchase Additional Shares Payment of the Prepayment Amount shall be made directly from the Counterparty’s Trust Account maintained by Continental Stock Transfer and Trust Company holding the net proceeds of the sale of the units in Counterparty’s initial public offering and the sale of private placement warrants (the “Trust Account”) to the Seller no later than the Prepayment Date. Counterparty shall provide (a) notice to Counterparty’s trustee of the entrance into this Confirmation no later than one (1) Local Business Day following the date hereof, in with copy to Seller and Seller’s sole discretionoutside legal counsel, for no additional consideration, with such number and (b) to Seller and Seller’s outside legal counsel a final draft of Shares to be specified in a Pricing Date Notice as Additional Shares; provided, that the number flow of Additional Shares that Seller may purchase funds from the Counterparty shall not exceed (x) Trust Account prior to the Maximum Number closing of Shares, minus (y) the Recycled Shares. For the avoidance of doubt, any Additional Shares purchased by Seller will not be included in the Number of Shares for purposes of determining Business Combination itemizing the Prepayment Amount but will due; provided that Seller shall be included invited to attend any closing call in connection with the Number Business Combination. At the election of Shares for all other purposes and thus Seller, the Prepayment Amount may increase the amount owed be transferred to Counterparty by Seller a new escrow account as further described in the section entitled “Settlement AmountEscrow” below.”

Recycled Shares. The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market (including other than through nonredeeming holdersCounterparty); provided that (a) prior to the closing of the Business Combination; provided, that any purchases of Recycled if such Shares have been purchased by Seller prior to the deadline time set forth in the Definitive Proxy Statement Prospectus dated as of PACI’s redemption offer August 14, 2023 for submission of a written request to redeem such Shares as provided for in connection with accordance Section 9.2 of the Business Combination will be at a price no higher than Certificate of Incorporation (the Initial Price; provided further“Redemption Deadline”), that (i) Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares” and (iib) Seller shall not vote if such Shares in connection with have been purchased by Seller after the Business CombinationRedemption Deadline, then the third party from whom Seller purchased such Shares shall have submitted a written reversal of the redemption request such third party previously submitted to Continental Stock Transfer and Trust Company prior to the Redemption Deadline, which has been confirmed by Counterparty. Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. Additional SharesPIPE Subscription Agreement: The Counterparty and Seller may have entered into a subscription agreement(s), from time to time for the purchase by Seller of the Additional Shares from (the “PIPE Subscription Agreement”). As of the date hereof, the PIPE Subscription Agreement are in full force and effect and are legal, valid and binding upon the Counterparty and, to the knowledge of the Counterparty, the Seller, enforceable in Seller’s sole discretionaccordance with it terms, for subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Seller shall purchase pursuant to the PIPE Subscription Agreements, Additional Shares in an amount no additional consideration, with such number less than the Maximum Number of Shares to be specified in a Pricing Date Notice as Additional less the Recycled Shares; provided, however, that the number Seller shall not be required to purchase an amount of Additional Shares such that Seller may purchase from following the Counterparty shall not exceed (x) the Maximum Number issuance of Additional Shares, minus (y) its ownership would exceed 9.9% ownership of the Recycled Shares. For the avoidance of doubt, any Additional total Shares purchased by outstanding immediately after giving effect to such issuance unless Seller will not be included in the Number of Shares for purposes of determining the Prepayment Amount but will be included in the Number of Shares for all other purposes and thus may increase the amount owed to Counterparty by Seller as described in the section entitled “Settlement Amountat its sole discretion waives such 9.9% ownership limitation.”

Recycled Shares. The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market (including other than through nonredeeming holders) prior to the closing of the Business Combination; provided, that any purchases of Recycled Shares by Seller prior to the deadline of PACI’s redemption offer in connection with the Business Combination will be at a price no higher than the Initial PriceCounterparty); provided further, that (i) Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares.” and (ii) Seller shall not vote such Shares in connection with the Business Combination. Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. Additional Shares: The Seller may purchase Additional Shares from may be purchased at any time prior to the CounterpartyMaturity Date for no separate consideration by Seller, in Seller’s sole discretion, for no additional considerationfrom the Counterparty, with such number of Shares to be specified in a Pricing Date Notice Notice(s) as Additional Shares; provided, provided that the such number of Additional Shares that Seller may purchase be purchased from the Counterparty shall not exceed the difference of (x) the Maximum Number of Shares, minus Shares and (y) the Recycled Shares. For the avoidance ; provided further that such number of doubt, any Additional Shares purchased by Seller will not be included in the Number a Pricing Date Notice shall be promptly issued to Seller in its name free and clear of Shares for purposes all liens. Prepayment: Applicable. Payment of determining the Prepayment Amount but will shall be included made directly from the Counterparty’s Trust Account maintained by Continental Stock Transfer and Trust Company holding the net proceeds of the sale of the units in Counterparty’s initial public offering and the Number sale of Shares for all other purposes private placement units (the “Trust Account”) no later than the Prepayment Date. Counterparty shall provide (a) notice to Counterparty’s trustee of the entrance into this Confirmation no later than one (1) Local Business Day following the date hereof, with a copy to Seller and thus may increase Seller’s outside legal counsel, and (b) to Seller and Seller’s outside legal counsel a final draft of the amount owed flow of funds from the Trust Account prior to Counterparty by the closing of the Business Combination itemizing the Prepayment Amount due to Seller; provided that Seller as described shall be invited to attend closing call in connection with the section entitled “Settlement AmountBusiness Combination.”

Recycled Shares. The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market (including other than through nonredeeming holdersCounterparty); provided that (a) prior to the closing of the Business Combination; provided, that any purchases of Recycled if such Shares have been purchased by Seller prior to the deadline time for submission of PACI’s redemption offer a written request to redeem such Shares as shall be provided for in accordance with Section 9.2(a) of the Certificate of Incorporation and set forth in the Definitive Proxy Statement/Prospectus filed in connection with the Business Combination will be at a price no higher than (the Initial Price; provided further“Redemption Deadline”), that (i) Seller shall have irrevocably waived all redemption rights Redemption Rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares” and (iib) Seller shall not vote if such Shares in connection with have been purchased by Seller after the Business CombinationRedemption Deadline, then the third party (which cannot be Sandia Investment Management LP or certain funds, investors, entities or accounts for which it or its affiliates acts as manager, sponsor or advisor) from whom Xxxxxx purchased such Shares shall have submitted a written reversal of the redemption request such third party previously submitted to Continental Stock Transfer and Trust Company prior to the Redemption Deadline, which has been confirmed by Counterparty. Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. Additional Shares: The Seller may purchase Additional Shares from the Counterparty, in Seller’s sole discretion, for no additional consideration, with such number of Shares to be specified in a Pricing Date Notice as Additional Shares; provided, that the number of Additional Shares that Seller may purchase from the Counterparty shall not exceed (x) the Maximum Number of Shares, minus (y) the Recycled Shares. For the avoidance of doubt, any Additional Recycled Shares shall only include Shares the Seller either (i) refrained from exercising its Redemption Rights on in connection with the Business Combination or (ii) purchased by Seller will not be included in from third parties that previously elected to redeem shares and reversed the redemption election on such shares. Prepayment Amount: A cash amount equal to the product of (i) the Number of Shares for purposes of determining as set forth in a Pricing Date Notice and (ii) the Initial Price. Prepayment: Subject to Counterparty receiving a Pricing Date Notice, Counterparty will pay the Prepayment Amount but will by bank wire in immediately available funds to an account designated by Seller from (subject to the below exception) the Counterparty’s Trust Account maintained by Continental Stock Transfer and Trust Company holding the net proceeds of the sale of the units in Counterparty’s initial public offering and the sale of private placement warrants (the “Trust Account”), no later than the earlier of (a) one Local Business Day after the Closing Date and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination. Counterparty shall provide notice to (i) Counterparty’s trustee of the entrance into this Confirmation no later than one Local Business Day following the date hereof, with copy to Seller and Seller’s outside legal counsel, and (ii) Seller and Seller’s outside legal counsel a final draft of the flow of funds from the Trust Account one Local Business Day prior to the closing of the Business Combination itemizing the Prepayment Amount due to Seller; provided that Seller shall be included invited and permitted to attend any closing call in connection with the Business Combination. Variable Obligation: Not applicable. Exchanges: Nasdaq Stock Market LLC, New York Stock Exchange LLC or NYSE American LLC Related Exchange(s): All Exchanges. Payment Dates: Following the Business Combination, the last day of each week or, if such date is not a Local Business Day, the next following Local Business Day, until the Valuation Date. Reimbursement of Legal Fees and Other Expenses: Together with the Prepayment Amount, Counterparty shall pay to Seller an amount equal to (a) the reasonable and documented attorney fees and other reasonable out-of-pocket expenses related thereto actually incurred by Seller or its affiliates in connection with this Transaction, not to exceed $50,000 in the Number aggregate and (b) expenses actually incurred in connection with the acquisition of the Recycled Shares for all other purposes and thus may increase in an amount not to exceed $0.05 per Recycled Share, which amount shall be deducted from the amount owed to Counterparty by Seller Pre-Paid Advance (as described defined in the section entitled “Settlement AmountSEPA) at the First Pre-Advance Closing (as defined in the SEPA).”

Recycled Shares. The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market (including through nonredeeming holders) prior to the closing of the Business Combination; provided, that any purchases of Recycled Shares by Seller prior to the deadline of PACI’s redemption offer in connection with the Business Combination will be at a price no higher than the Initial Price); provided further, that (i) Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares.” and (ii) Seller shall not vote such Shares in connection with the Business Combination. Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. Additional Shares: The Seller may purchase Any Additional Shares from the Counterpartywill be purchased by Seller, in Seller’s sole discretion, for no additional considerationfrom the Counterparty at the Redemption Price, with such number of Shares to be specified in a Pricing Date Notice as Additional Shares; provided, that for the number of Additional Shares that Seller may purchase from and up to an amount equal to the Counterparty shall not exceed difference of (x) the Maximum Number of Shares, Shares minus (y) the Recycled Shares. For the avoidance Prepayment: Applicable. Prepayment of doubt, any Additional Shares purchased by Seller will not be included in the Number of Shares for purposes of determining the Prepayment Amount but will shall be included made directly from the Counterparty’s Trust Account maintained by Continental holding the net proceeds of the sale of the units in Counterparty’s initial public offering and the Number sale of Shares for all other purposes private placement units (the “Trust Account”) no later than the Prepayment Date. Counterparty shall provide notice to Counterparty’s transfer agent of the entrance into this Confirmation no later than one (1) Local Business Day following the date hereof, with copy to Seller and thus may increase Seller’s outside legal counsel. Counterparty shall also provide to Seller and Seller’s outside legal counsel a draft of the amount owed flow of funds from the Trust Account prior to Counterparty by Seller as described in the section entitled “Settlement Amountclosing of the Business Combination itemizing the Prepayment Amount due to Seller.”

Recycled Shares. The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market (including other than through nonredeeming holdersCounterparty); provided that (a) prior to the closing of the Business Combination; provided, that any purchases of Recycled if such Shares have been purchased by Seller prior to the deadline time set forth in the Definitive Proxy Statement Prospectus dated as of PACI’s redemption offer October 12, 2023 for submission of a written request to redeem such Shares as provided for in connection with accordance Section 9.2 of the Business Combination will be at a price no higher than Certificate of Incorporation (the Initial Price; provided further“Redemption Deadline”), that (i) Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares” and (iib) Seller shall not vote if such Shares in connection with have been purchased by Seller after the Business CombinationRedemption Deadline, then the third party from whom Seller purchased such Shares shall have submitted a written reversal of the redemption request such third party previously submitted to Continental Stock Transfer and Trust Company prior to the Redemption Deadline, which has been confirmed by Counterparty. Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. Additional Shares: The Seller may purchase Additional Shares from the Counterparty, in Seller’s sole discretion, for no additional consideration, with such number of Shares to be specified in a Pricing Date Notice as Additional Shares; provided, that the number of Additional Shares that Seller may purchase from the Counterparty shall not exceed (x) the Maximum Number of Shares, minus (y) the Recycled Shares. For the avoidance of doubt, any Recycled Shares shall only include Shares the Seller either (i) refrained from exercising its redemption rights on in connection with the Purchase & Sale or (ii) purchased from third parties that previously elected to redeem shares and reversed the redemption election on such shares. PIPE Subscription Agreement: The Counterparty and Seller have entered into a subscription agreement for the purchase by Seller of the Additional Shares purchased (the “PIPE Subscription Agreement”), and to the extent that the Seller is unable to acquire all of the Additional Shares prior to the closing of the Purchase & Sale, from time to time will enter into additional PIPE Subscription Agreement(s) for the purchase by Seller will not be included of the remaining Additional Shares. As of the date hereof, the PIPE Subscription Agreement is in full force and effect and is legal, valid and binding upon the Counterparty and, to the knowledge of the Counterparty, the Seller, enforceable in accordance with it terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Seller shall purchase pursuant to the PIPE Subscription Agreement, Additional Shares in an amount no less than the Maximum Number of Shares for purposes less the Recycled Shares; provided, however, that Seller shall not be required to purchase an amount of determining Additional Shares such that following the Prepayment Amount but will be included in issuance of Additional Shares, its ownership would exceed 9.9% ownership of the Number of total Shares for all other purposes and thus may increase the amount owed outstanding immediately after giving effect to Counterparty by such issuance unless Seller as described in the section entitled “Settlement Amountat its sole discretion waives such 9.9% ownership limitation.”

Recycled Shares. The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market (including other than through nonredeeming holdersCounterparty); provided that (a) prior to the closing of the Business Combination; provided, that any purchases of Recycled if such Shares have been purchased by Seller prior to the deadline time set forth in the Definitive Proxy Statement/Prospectus dated as of PACI’s redemption offer January 29, 2024 for submission of a written request to redeem such Shares as provided for in connection accordance with Article 51.5 of the Business Combination will be at a price no higher than Memorandum and Articles (the Initial Price; provided further“Redemption Deadline”), that (i) Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares” and (iib) Seller shall not vote if such Shares in connection with have been purchased by Seller after the Business CombinationRedemption Deadline, then the third party from whom Seller purchased such Shares shall have submitted a written reversal of the redemption request such third party previously submitted to Continental Stock Transfer and Trust Company prior to the Redemption Deadline, which has been confirmed by Counterparty. Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. Additional SharesFor the avoidance of doubt, Recycled Shares shall only include Shares the Seller either (i) refrained from exercising its redemption rights on in connection with the Business Combination or (ii) purchased from third parties that previously elected to redeem shares and reversed the redemption election on such shares. PIPE Subscription Agreement and Note Purchase Agreement: The Counterparty and funds managed by the Seller may have entered into (i) a Senior Secured Note Purchase Agreement, dated December 15, 2023, which this Agreement is conditioned on (the “Note Purchase Agreement”), pursuant to which the Counterparty has issued to funds managed by the Seller a Senior Secured Promissory Note with an aggregate principal of $3.0 million, pursuant to which such funds have elected that such note (including all accrued and unpaid interest then outstanding thereon) be converted at the closing of the Business Combination to Shares at a conversion price of $4.50 per Share, and (ii) additional subscription agreement(s), from time to time for the purchase by Seller of the Additional Shares from (the “FPA Funding Amount PIPE Subscription Agreement”). As of the date hereof, the Note Purchase Agreement and FPA Funding Amount PIPE Subscription Agreement are in full force and effect and are legal, valid and binding upon the Counterparty and, to the knowledge of the Counterparty, the Seller, enforceable in Seller’s sole discretionaccordance with it terms, for subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Seller shall purchase pursuant to the FPA Funding Amount PIPE Subscription Agreement, Additional Shares in an amount no additional consideration, with such number of less than 1,500,000 Shares to be specified in a Pricing Date Notice as Additional less the Recycled Shares; provided, however, that Seller shall not be required to purchase an amount of Additional Shares such that following the issuance of Additional Shares, its ownership would exceed 9.9% ownership of the total Shares outstanding immediately after giving effect to such issuance (hereinafter referred to as the “Ownership Limitation”) unless Seller at its sole discretion waives such Ownership Limitation; provided, however, that the number of Additional Shares that Seller may purchase from issued at any time, unless permitted under the Counterparty rules of the applicable Exchange without requiring the approval of the Counterparty’s stockholders, shall not exceed (x) 19.9% or such other amount that would require the Maximum Number approval of Shares, minus (y) the Recycled Shares. For Counterparty’s stockholders under the avoidance rules of doubt, any Additional Shares purchased by Seller will not be included in the Number of Shares for purposes of determining the Prepayment Amount but will be included in the Number of Shares for all other purposes and thus may increase the amount owed to Counterparty by Seller as described in the section entitled “Settlement Amountapplicable Exchange.”

Recycled Shares. The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market or via redemption reversals (other than through Counterparty, including through nonredeeming holders) prior to the closing of the Business Combination; provided, that any purchases of Recycled Shares by Seller prior to the deadline of PACI’s redemption offer in connection with the Business Combination will be at a price no higher than the Initial Priceseparate redemption-reversal agreement between Seller and Counterparty); provided further, that (i) Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares.” and (ii) Seller shall not vote such Shares in connection with the Business Combination. Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. Additional SharesPrepayment: The Seller may purchase Additional Shares Subject to Counterparty receiving a Pricing Date Notice, Counterparty will pay the Prepayment Amount (subject to the below exception) directly from the Counterparty, ’s Trust Account maintained by Continental Stock Transfer and Trust Company holding the net proceeds of the sale of the units in SellerCounterparty’s sole discretion, for initial public offering and the sale of private placement warrants (the “Trust Account”) to the Seller no additional consideration, with such number of Shares later than the Prepayment Date; except that to the extent that the Prepayment Amount is to be specified in a Pricing Date Notice as Additional Shares; provided, that paid from the number purchase of Additional Shares by Seller, such amount will be netted against such proceeds, with Seller being able to reduce the purchase price for the Additional Shares by the Prepayment Amount with respect to such Additional Shares. Counterparty shall provide (a) notice to Counterparty’s trustee for the Trust Account of the entrance into this Confirmation no later than one (1) Local Business Day following the Trade Date, with copy to Seller and Seller’s outside legal counsel, and (b) to Seller and Seller’s outside legal counsel a final draft of the flow of funds from the Trust Account one (1) Local Business Day prior to the closing of the Business Combination itemizing the Prepayment Amount due to Seller; provided that Seller may purchase from shall be invited to attend any closing call in connection with the Counterparty shall not exceed Business Combination. Prepayment Amount: A cash amount equal to (x) the Maximum Number product of Shares, minus (yi) the Recycled Shares. For the avoidance of doubt, any Additional Shares purchased by Seller will not be included in the Number of Shares multiplied by (ii) the Initial Price. Prepayment Date: Subject to Counterparty receiving the initial Pricing Date Notice, the earlier of (a) one (1) Local Business Day after the closing of the Business Combination and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination. Variable Obligation: Not applicable. Exchanges The Nasdaq Global Market or Nasdaq Capital Market (Nasdaq), or an alternative Exchange acceptable to Seller upon written confirmation Related Exchange(s) All Exchanges Break-up Fees: A break-up fee equal to $50,000 (collectively, the “Break-up Fee”) shall be payable by the Counterparty to Seller in the event this Confirmation or the Transaction is terminated by the Counterparty; provided that Counterparty may terminate this Transaction, including the Confirmation, with no liability to Seller, including without limitation the Break-up Fee, upon any Additional Termination Event; provided that notwithstanding any other provision, clause or proviso of this Confirmation, this Transaction, including the Confirmation, may not be terminated by Counterparty after Seller purchases any Recycled Shares after the redemption deadline; provided further that Seller hereby waives any and all right, title and interest, or any claim of any kind they have or may have, in or to any monies held in the Counterparty’s Trust Account and agrees not to seek recourse against the Trust Account, in each case, as a result of, or arising out of, this Transaction; provided, however, that nothing in the foregoing waiver shall (x) serve to limit or prohibit Seller’s right to pursue a claim against the Counterparty for purposes legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that the Seller may have in the future against the Counterparty’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), (z) be deemed to limit Seller’s right, title, interest or claim to the Trust Account by virtue of determining such Seller’s record or beneficial ownership of securities of the Counterparty acquired by any means other than pursuant to this Transaction or (aa) serve to limit Seller’s redemption right with respect to any such securities of Seller other than during the term of this Confirmation. The Breakup Fee is not intended to constitute a liquidated damages provision, and it will be payable in addition to any other amount due and payable to Seller as a result of the occurrence of an Early Termination Date under the ISDA Master Agreement. Payment Dates: Following the Business Combination the last day of each week or, if such date is not a Local Business Day, the next following Local Business Day, until the Maturity Date. Reimbursement of Legal Fees and Other Expenses: Together with the Prepayment Amount but will be included in Amount, Counterparty shall pay to Seller an amount equal to the Number of Shares for all reasonable and documented attorney fees and other purposes and thus may increase the amount owed to Counterparty reasonable out-of-pocket expenses related thereto actually incurred by Seller as described or its affiliates in connection with this Transaction not to exceed (a) $50,000, and (b) expenses actually incurred in connection with the section entitled “Settlement Amountacquisition of the Recycled Shares in an amount not to exceed $0.05 per Share and $0.03 per disposition of each Share.”