Common use of Rescission Right Waiver and Indemnification Clause in Contracts

Rescission Right Waiver and Indemnification. 7.1. Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering Placement and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. The Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. The Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholdersshareholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 The Subscriber acknowledges and agrees that the stockholders shareholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 The Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units to the extent that such recession right results from actions of the Subscriber that result in the IPO being deemed a general solicitation with respect to the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future, provided that nothing herein shall preclude Subscriber from making any claim or seeking recourse against the funds held outside of the Trust Account or seeking payment of any deferred underwriting fee due and payable pursuant to the underwriting agreement for the IPO. 7.3. 7.3 Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 Each Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber the Subscribers may have a right to rescind its purchase their purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber Subscribers hereby agrees agree to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Each Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Each Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 Each Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 Each Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 Each Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, each Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase their purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber a. Investor understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsSecurities. In this regard, if the IPO Registration Statement were deemed to be a general solicitation with respect to the Unitspurchase of the Securities by Investor, the offer and sale of such Units the Securities may not be exempt from registration and, if not, Subscriber Investor may have a right to rescind its purchase of the UnitsSecurities. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber Investor hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsSecurities. Subscriber Investor acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Securities to SubscriberInvestor. Subscriber Investor agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings against the Trust Account (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Securities hereunder or relating to the purchase of the Units Securities and the transactions contemplated hereby. 7.2. Subscriber b. Investor agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units Securities or any Claim that may arise now or in the future. 7.3. Subscriber c. Investor acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 75. 7.4. Subscriber d. Investor agrees that that, to the extent any waiver of rights under this Section 7 5 is ineffective as a matter of law, Subscriber Investor has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Investor acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 8 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholdersshareholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 The Subscriber acknowledges and agrees that the stockholders shareholders of the Company are and shall be third-third- party beneficiaries of this Section 7. 7.4. 7.4 The Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering Placement and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. The Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. The Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 8.1 The Subscriber understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsShares. In this regard, if the offering of units in the Company’s IPO were deemed to be a general solicitation with respect to the UnitsShares, the offer and sale of such Units Shares may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase purchases of the UnitsShares. In order to facilitate the completion of the Offering IPO and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsShares. The Subscriber acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Shares to the Subscriber. The Subscriber agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Shares hereunder or relating to the purchase of the Units Shares and the transactions contemplated hereby. 7.2. 8.2 The Subscriber agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its his purchase of the Units Shares or any Claim that may arise now or in the future. 7.3. 8.3 The Subscriber acknowledges and agrees that the other stockholders of the Company are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.4. 8.4 The Subscriber agrees that to the extent any waiver of rights under this Section 7 8 is ineffective as a matter of law, the Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.18.1. Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.28.2. Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the futurefuture relating to the purchase of the Units. 7.38.3. Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 78. 7.48.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 8 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholdersshareholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 The Subscriber acknowledges and agrees that the stockholders shareholders of the Company are and shall be third-third- party beneficiaries of this Section 7. 7.4. 7.4 The Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholdersshareholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units to the extent that such recession right results from actions of Subscriber that result in the IPO being deemed a general solicitation with respect to the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future, provided that nothing herein shall preclude Subscriber from making any Claim or seeking recourse against the funds held outside of the Trust Account or seeking payment of any deferred underwriting fee due and payable pursuant to the underwriting agreement for the IPO. 7.3. 7.3 Subscriber acknowledges and agrees that the stockholders shareholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholdersshareholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 The Subscriber acknowledges and agrees that the stockholders shareholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 The Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 8.1 The Subscriber understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the offering of the Units in the Company’s IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWarrants. The Subscriber acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Warrants to the Subscriber. The Subscriber agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.2. 8.2 The Subscriber agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its his purchase of the Units Warrants or any Claim that may arise now or in the future. 7.3. 8.3 The Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.4. 8.4 The Subscriber agrees that to the extent any waiver of rights under this Section 7 8 is ineffective as a matter of law, the Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholdersshareholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. Subscriber acknowledges and agrees that the stockholders shareholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units to the extent that such recession right results from actions of Subscriber that result in the IPO being deemed a general solicitation with respect to the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future, provided that nothing herein shall preclude Subscriber from making any Claim or seeking recourse against the funds held outside of the Trust Account or seeking payment of any deferred underwriting fee due and payable pursuant to the underwriting agreement for the IPO. 7.3. 7.3 Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholdersshareholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units to the extent that such recession right results from actions of Subscriber that result in the IPO being deemed a general solicitation with respect to the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future, provided that nothing herein shall preclude Subscriber from making any Claim or seeking recourse against the funds held outside of the Trust Account or seeking payment of any deferred underwriting fee due and payable pursuant to the underwriting agreement for the IPO. 7.3. 7.3 Subscriber acknowledges and agrees that the stockholders shareholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber Sponsor understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber Sponsor may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber Sponsor hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber Sponsor acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to SubscriberSponsor. Subscriber Sponsor agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. Subscriber Sponsor agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. Subscriber Sponsor acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.4. Subscriber Sponsor agrees that to the extent any waiver of rights under this Section 7 8 is ineffective as a matter of law, Subscriber Sponsor has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Sponsor acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.16.1. Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsShares. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsShares, the offer and sale of such Units Shares may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the UnitsShares. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholdersshareholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsShares. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Shares to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Shares hereunder or relating to the purchase of the Units Shares and the transactions contemplated hereby. 7.26.2. Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units Shares or any Claim that may arise now or in the future. 7.36.3. Subscriber acknowledges and agrees that the stockholders shareholders of the Company are and shall be third-party beneficiaries of this Section 76. 7.46.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 6 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholdersshareholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase the Units to the extent that such rescission right results from actions of Subscriber that result in the IPO being deemed a general solicitation with respect to of the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future, provided that nothing herein shall preclude Subscriber from making any Claim or seeking recourse against the funds held outside of the Trust Account. 7.3. 7.3 The Subscriber acknowledges and agrees that the stockholders shareholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 The Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber (i) Each of the Purchasers understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsFounding Director Warrants. In this regard, if the IPO Offering of the Units were deemed to be a general solicitation with respect to the UnitsFounding Director Warrants, the offer and sale of such Units Founding Director Warrants may not be exempt from registration and, if not, Subscriber the Purchasers may have a right to rescind its purchase their purchases of the UnitsFounding Director Warrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber each of the Purchasers hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its his purchase of the UnitsFounding Director Warrants. Subscriber Each of the Purchasers acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Founding Director Warrants to Subscriberthe Purchasers. Subscriber Each Purchaser agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, “Losses and Expenses”) including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Founding Director Warrants hereunder or relating to the purchase of the Units Founding Director Warrants and the transactions contemplated hereby. 7.2. Subscriber (ii) Each Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its his purchase of the Units Founding Director Warrants or any Claim that may arise now or in the future. 7.3(iii) Each of the Purchasers agree to severally indemnify and hold harmless the Company, the Representative and the Trust Account against any and all Losses and Expenses whatsoever to which the Company, the Representative and the Trust Account may become subject as a result of the purchase of the Founding Director Warrants by the Purchasers or a Purchaser, including but not limited to any Claim by any Purchaser of the Founding Director Warrants, but only to the extent necessary to ensure that such Losses and Expenses do not reduce the amount in the Trust Account. Subscriber acknowledges To the extent that the foregoing several indemnification by the Purchasers may be unenforceable for any reason, each of the Purchasers agree to make the maximum contribution permissible by applicable law to the payment and agrees satisfaction of any Losses and Expenses relating to Claims that may or will otherwise reduce the amount in the Trust Account. Any Losses and Expenses indemnified hereunder by the Purchasers will be paid based on the number of Founding Director Warrants purchased by such Purchaser relative to the total number of Founding Director Warrants purchased by all Purchasers hereunder, except to the extent that such Claims are brought by any of the Purchasers, in which case the foregoing indemnity obligation shall only be that of the Purchaser making the Claim, it being the understanding and agreement of the Purchasers that each of them shall be held harmless by the other as to any Claims, Losses and Expenses. (iv) The Purchasers acknowledge and agree that the stockholders of the Company Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 5G of this Section 7Agreement. 7.4. Subscriber (v) Each Purchaser agrees that to the extent any waiver of rights under this Section 7 5G is ineffective as a matter of law, Subscriber each Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Each Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.19.1. Each Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, each Subscriber may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, each Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWarrants. Each Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to such Subscriber. Each Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.29.2. Each Subscriber agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its purchase of the Units Warrants or any Claim that may arise now or in the future. 7.39.3. Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. Each Subscriber agrees that to the extent any waiver of rights under this Section 7 9 is ineffective as a matter of law, each Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber (i) The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsFounder Warrants. In this regard, if the IPO Offering were deemed to be a general solicitation with respect to the UnitsFounder Warrants, the offer and sale of such Units may Founder Warrants might not be exempt from registration and, if not, Subscriber may the Purchaser would have a right prima facie claim, subject to applicable defenses, to rescind its purchase of the UnitsFounder Warrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsFounder Warrants. Subscriber The Purchaser acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Founder Warrants to Subscriberthe Purchaser. Subscriber The Purchaser further agrees that the foregoing waiver of rescission rights shall shall, to the extent permitted under applicable law, apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Rescission Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, including “Losses and Expenses”), including, without limitation, reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Rescission Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Founder Warrants hereunder or relating to the purchase of the Units Founder Warrants and the transactions contemplated hereby. 7.2. Subscriber agrees (ii) The Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions from the Trust Account with respect to any shares of Common Stock acquired by the Purchaser in connection with the exercise of the Founder Warrants purchased pursuant to this Agreement (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not to seek recourse against the Trust Account for any reason whatsoever. (iii) The Purchaser agrees to indemnify and hold harmless the Company and the Trust Account against any and all Losses and Expenses whatsoever in connection with its to which the Company and the Trust Account may become subject as a result of the purchase of the Units or Founder Warrants by the Purchaser, including, but not limited to, any Claim by the Purchaser, but only to the extent necessary to ensure that may arise now or such Losses and Expenses do not reduce the amount in the futureTrust Account. Further, the Purchaser agrees to indemnify and hold harmless SunTrust Xxxxxxxx Xxxxxxxx, Inc., individually and as representative of the underwriters (“SunTrust”) against any and all Losses and Expenses whatsoever to which SunTrust may become subject as a result of the purchase of the Founder Warrants by the Purchaser, including, but not limited to, any Claim by the Purchaser. 7.3. Subscriber (iv) The Purchaser acknowledges and agrees that the stockholders of the Company Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 3.E. of this Section 7Agreement. 7.4. Subscriber (v) The Purchaser agrees that that, to the extent any waiver of rights under this Section 7 3.E. is ineffective as a matter of law, Subscriber the Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber The Purchaser further acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.16.1. Subscriber Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsPrivate Placement Warrants. In this regard, if the IPO Public Offering were deemed to be a general solicitation with respect to the UnitsPrivate Placement Warrants, the offer and sale of such Units Private Placement Warrants may not be exempt from registration and, if not, Subscriber Purchaser may have a right to rescind its purchase of the UnitsPrivate Placement Warrants. In order to facilitate the completion of the Public Offering and in order to protect the Company, its stockholders and the amounts in the trust account (the “Trust Account Account”) from claims that may adversely affect the Company or the interests of its stockholders, Subscriber Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsPrivate Placement Warrants. Subscriber Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Private Placement Warrants to SubscriberPurchaser. Subscriber Purchaser agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Private Placement Warrants hereunder or relating to the purchase of the Units Private Placement Warrants and the transactions contemplated hereby. 7.26.2. Subscriber Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units Private Placement Warrants or any Claim that may arise now or in the future. 7.36.3. Subscriber Purchaser acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 76. 7.46.4. Subscriber Purchaser agrees that to the extent any waiver of rights under this Section 7 6 is ineffective as a matter of law, Subscriber Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 The Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 The Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.19.1. Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWarrants. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.29.2. Subscriber agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its purchase of the Units Warrants or any Claim that may arise now or in the future. 7.39.3. Subscriber acknowledges and agrees that the stockholders of the Company and Maxim Group, LLC are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.49.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 9 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future, provided that nothing herein shall preclude Subscriber from making any Claim or seeking recourse against the funds held outside of the Trust Account or seeking payment of any deferred underwriting fee due and payable pursuant to the underwriting agreement for the IPO. 7.3. 7.3 Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.19.1. Each Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, each Subscriber may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, each Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWarrants. Each Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to such Subscriber. Each Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.29.2. Each Subscriber agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its purchase of the Units Warrants or any Claim that may arise now or in the future. 7.39.3. Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. Each Subscriber agrees that to the extent any waiver of rights under this Section 7 9 is ineffective as a matter of law, each Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 The Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 The Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholdersshareholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units to the extent that such recession right results from actions of Subscriber that result in the IPO being deemed a general solicitation with respect to the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 Subscriber acknowledges and agrees that the stockholders shareholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units to the extent that such recession right results from actions of Subscriber that result in the IPO being deemed a general solicitation with respect to the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future, provided that nothing herein shall preclude Subscriber from making any Claim or seeking recourse against the funds held outside of the Trust Account or seeking payment of any deferred underwriting fee due and payable pursuant to the underwriting agreement for the IPO. 7.3. 7.3 Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.19.1. Subscriber Each of the Subscribers understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, Subscriber the Subscribers may have a right to rescind its purchase their purchases of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber each of the Subscribers hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of his or its purchase of the UnitsWarrants. Subscriber Each of the Subscribers acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Warrants to Subscriberthe Subscribers. Each Subscriber agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.29.2. Each Subscriber agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its his purchase of the Units Warrants or any Claim that may arise now or in the future. 7.39.3. Each Subscriber acknowledges and agrees that the stockholders of the Company and Maxim Group LLC are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.49.4. Each Subscriber agrees that to the extent any waiver of rights under this Section 7 9 is ineffective as a matter of law, each Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.19.1. Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWarrants. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.29.2. Subscriber agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its purchase of the Units Warrants or any Claim that may arise now or in the future. 7.39.3. Subscriber acknowledges and agrees that the stockholders of the Company and Xxxxxx Xxxxxx & Co. Inc. are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.49.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 9 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “"Claims”") and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ ' and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 The Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 The Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber understands 7.1 The Subscribers understand and acknowledges acknowledge an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber the Subscribers may have a right to rescind its purchase purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber Subscribers hereby agrees agree to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges The Subscribers acknowledge and agrees agree this waiver is being made in order to induce the Company to sell the Units to SubscriberSubscribers. Subscriber agrees The Subscribers agree the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. Subscriber agrees 7.2 The Subscribers agree not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. Subscriber acknowledges 7.3 The Subscribers acknowledge and agrees agree that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. Subscriber agrees that 7.4 The Subscribers agree that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has Subscribers have offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges The Subscribers acknowledge the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. The Subscriber understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO offering of the units of shares of Common Stock and warrants in the Company's initial public offering were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Subscriber may have a right to rescind its his purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWarrants. The Subscriber acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Warrants to the Subscriber. The Subscriber agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”the "CLAIMS") and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ ' and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatenedthreatened against the Company or the Trust Account, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.2. Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholdersshareholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units to the extent that such rescission right results from actions of Subscriber that result in the IPO being deemed a general solicitation with respect to the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future, provided that nothing herein shall preclude Subscriber from making any Claim or seeking recourse against the funds held outside of the Trust Account or seeking payment of any deferred underwriting fee due and payable pursuant to the underwriting agreement for the IPO. 7.3. 7.3 The Subscriber acknowledges and agrees that the stockholders shareholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 The Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholdersshareholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 The Subscriber acknowledges and agrees that the stockholders shareholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 The Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.18.1. Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.28.2. Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the futurefuture relating to the purchase of the Units. 7.38.3. Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 78. 7.48.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 8 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber (i) Each of the Purchasers understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsFounding Director Warrants. In this regard, if the IPO Offering of the Units were deemed to be a general solicitation with respect to the UnitsFounding Director Warrants, the offer and sale of such Units Founding Director Warrants may not be exempt from registration and, if not, Subscriber the Purchasers may have a right to rescind its purchase their purchases of the UnitsFounding Director Warrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber each of the Purchasers hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sue or rights in law or arbitration, as the case may be, to xx seek rescission of its his purchase of the UnitsFounding Director Warrants. Subscriber Each of the Purchasers acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Founding Director Warrants to Subscriberthe Purchasers. Subscriber Each Purchaser agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “"Claims”") and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, "Losses and Expenses") including reasonable attorneys’ ' and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Founding Director Warrants hereunder or relating to the purchase of the Units Founding Director Warrants and the transactions contemplated hereby. 7.2. Subscriber (ii) Each Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its his purchase of the Units Founding Director Warrants or any Claim that may arise now or in the future. 7.3(iii) Each of the Purchasers agree to severally indemnify and hold harmless the Company, the Representative and the Trust Account against any and all Losses and Expenses whatsoever to which the Company, the Representative and the Trust Account may become subject as a result of the purchase of the Founding Director Warrants by the Purchasers or a Purchaser, including but not limited to any Claim by any Purchaser of the Founding Director Warrants, but only to the extent necessary to ensure that such Losses and Expenses do not reduce the amount in the Trust Account. Subscriber acknowledges To the extent that the foregoing several indemnification by the Purchasers may be unenforceable for any reason, each of the Purchasers agree to make the maximum contribution permissible by applicable law to the payment and agrees satisfaction of any Losses and Expenses relating to Claims that may or will otherwise reduce the amount in the Trust Account. Any Losses and Expenses indemnified hereunder by the Purchasers will be paid based on the number of Founding Director Warrants purchased by such Purchaser relative to the total number of Founding Director Warrants purchased by all Purchasers hereunder, except to the extent that such Claims are brought by any of the Purchasers, in which case the foregoing indemnity obligation shall only be that of the Purchaser making the Claim, it being the understanding and agreement of the Purchasers that each of them shall be held harmless by the other as to any Claims, Losses and Expenses. (iv) The Purchasers acknowledge and agree that the stockholders of the Company Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 5G of this Section 7Agreement. 7.4. Subscriber (v) Each Purchaser agrees that to the extent any waiver of rights under this Section 7 5G is ineffective as a matter of law, Subscriber each Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Each Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.14.1. Subscriber Each Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsInsider Warrants. In this regard, if the IPO (including the filing of a registration statement m connection therewith) were deemed to be a general solicitation with respect to the UnitsInsider Warrants, the offer and sale of such Units Insider Warrants may not be exempt from registration and, if not, Subscriber the Purchasers may have a right to rescind its purchase their purchases of the UnitsInsider Warrants. In order to facilitate the completion of the Offering IPO and in order to protect the Company, its stockholders and the amounts in trust account (the "Trust Account Account") established by the Company for the deposit of proceeds from the IPO and the sale of the Insider Warrants from claims that may adversely affect the Company or the interests of its stockholders, Subscriber each Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its his purchase of the UnitsInsider Warrants. Subscriber Each Purchaser acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Insider Warrants to Subscriberthe Purchasers. Subscriber Each Purchaser agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims clams, or proceedings (collectively, “"Claims”") and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, "Losses and Expenses"), including reasonable attorneys’ ' and expert witness fees and disbursements and all other expenses reasonably incurred in investigatingInvestigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Insider Warrants hereunder or relating to the purchase of the Units Insider Warrants and the transactions contemplated hereby. 7.24.2. Subscriber Each Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its his purchase of the Units Insider Warrants or any Claim that may arise now or in the future. 7.34.3. Subscriber acknowledges Each Purchaser agrees to indemnify and agrees hold the Company harmless against any and all Losses and Expenses that relate to Claims brought against the stockholders Company by such Purchaser or his, her or its transferees, assigns or any subsequent holder of the Company are and shall be third-party beneficiaries of this Section 7Insider Warrants purchased by such Purchaser hereunder. 7.44.4. Subscriber Each Purchaser agrees that to the extent any waiver of rights under this Section 7 4 is ineffective as a matter of law, Subscriber each Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Each Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber (i) The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the Units. In this regard, if the IPO Offering were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may might not be exempt from registration and, if not, Subscriber may the Purchaser would have a right prima facie claim, subject to applicable defenses, to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, Company and its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber The Purchaser acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units to Subscriberthe Purchaser. Subscriber The Purchaser further agrees that the foregoing waiver of rescission rights shall shall, to the extent permitted under applicable law, apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Rescission Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, including “Losses and Expenses”), including, without limitation, reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Rescission Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. Subscriber (ii) The Purchaser agrees not to seek recourse indemnify and hold harmless the Company against any and all Losses and Expenses whatsoever to which the Trust Account for any reason whatsoever in connection with its Company may become subject as a result of the purchase of the Units or any Claim that may arise now or in by the futurePurchaser. 7.3. Subscriber (iv) The Purchaser acknowledges and agrees that the stockholders of the Company Company, including those who purchase Common Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 3.E. of this Section 7Agreement. 7.4. Subscriber (v) The Purchaser agrees that that, to the extent any waiver of rights under this Section 7 3.E. is ineffective as a matter of law, Subscriber the Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber The Purchaser further acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regardregard and the receipt of all information it requires to agree to such waiver.

Rescission Right Waiver and Indemnification. 7.1. 7.1 The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 The Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 The Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “"Claims”") and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ ' and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholdersshareholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 Subscriber acknowledges and agrees that the stockholders shareholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber (i) Each Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO Offering of the Units were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, Subscriber each Purchaser may have a right to rescind his or its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering Offering, from which each Purchaser expects to benefit, and in order to protect the Company, its stockholders and the amounts in Trust Account from claims that may adversely affect the Company or the interests of the Company’s stockholders and Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber each Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its the purchase of the UnitsWarrants. Subscriber Each Purchaser acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Warrants to Subscribereach Purchaser. Subscriber Each Purchaser agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, “Losses and Expenses”) including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.2. Subscriber agrees (ii) The Purchasers agree not to seek recourse against the Trust Account for any reason whatsoever whatsoever, including but not limited to, in connection with its the purchase of the Units Warrants, or any Claim that may arise now or in the future. 7.3(iii) The Purchasers agree to jointly and severally indemnify and hold harmless the Company, the Representative and the Trust Account against any and all Losses and Expenses whatsoever to which the Company, the Representative and the Trust Account may become subject for any reason including as a result of the purchase of the Warrants by the Purchasers, including, but not limited to, any Claim by the Purchasers for rescission of the Warrants, but only to the extent necessary to ensure that such Losses and Expenses do not reduce the amount in the Trust Account. Subscriber acknowledges To the extent that the foregoing indemnification by the Purchasers may be unenforceable for any reason, the Purchasers agree to make the maximum contribution permissible by applicable law to the payment and agrees satisfaction of any Losses and Expenses relating to Claims that may or will otherwise reduce the amount in the Trust Account. (iv) The Purchasers acknowledge and agree that the stockholders of the Company Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of this Section 74.D of this Agreement. 7.4. Subscriber agrees (v) The Purchasers agree that to the extent any waiver of rights under this Section 7 4.D is ineffective as a matter of law, Subscriber has the Purchasers have offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges The Purchasers acknowledge the receipt and sufficiency of consideration received from the Company hereunder in this regard. (vi) The Purchaser’s obligations under this Section 4.D shall survive the Closing until the expiration of an applicable statute of limitations.

Rescission Right Waiver and Indemnification. 7.1. Subscriber (i) Win Wide understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsWin Wide Warrants. In this regard, if the IPO Offering of the Units were deemed to be a general solicitation with respect to the UnitsWin Wide Warrants, the offer and sale of such Units Win Wide Warrants may not be exempt from registration and, if not, Subscriber Win Wide may have a right to rescind its purchase of the UnitsWin Wide Warrants. In order to facilitate the completion of the Offering Offering, from which Win Wide expects to benefit, and in order to protect the Company, its stockholders and the amounts in Trust Account from claims that may adversely affect the Company or the interests of the Company’s stockholders and Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber . Win Wide hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWin Wide Warrants. Subscriber Win Wide acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Win Wide Warrants to SubscriberWin Wide. Subscriber Win Wide agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, “Losses and Expenses”) including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Win Wide Warrants hereunder or relating to the purchase of the Units Win Wide Warrants and the transactions contemplated hereby. 7.2. Subscriber (ii) Win Wide agrees not to seek recourse against the Trust Account for any reason whatsoever whatsoever, including but not limited to, in connection with its purchase of the Units Win Wide Warrants, or any Claim that may arise now or in the future. 7.3(iii) Win Wide agrees to indemnify and hold harmless the Company, the Representative and the Trust Account against any and all Losses and Expenses whatsoever to which the Company, the Representative and the Trust Account may become subject for any reason including as a result of the purchase of the Win Wide Warrants by Win Wide, including, but not limited to, any Claim by Win Wide for rescission of the Win Wide Warrants, but only to the extent necessary to ensure that such Losses and Expenses do not reduce the amount in the Trust Account. Subscriber To the extent that the foregoing indemnification by Win Wide may be unenforceable for any reason, Win Wide agrees to make the maximum contribution permissible by applicable law to the payment and satisfaction of any Losses and Expenses relating to Claims that may or will otherwise reduce the amount in the Trust Account. (iv) Win Wide acknowledges and agrees that the stockholders of the Company Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of this Section 74.D of this Agreement. 7.4. Subscriber (v) Win Wide agrees that to the extent any waiver of rights under this Section 7 4.D is ineffective as a matter of law, Subscriber Win Wide has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Win Wide acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard. (vi) Win Wide’s obligations under this Section 4.D shall survive the Closing until the expiration of an applicable statute of limitations.

Rescission Right Waiver and Indemnification. 7.1. Subscriber (i) Each of the Purchasers understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsFounding Director Warrants. In this regard, if the IPO Offering of the Units were deemed to be a general solicitation with respect to the UnitsFounding Director Warrants, the offer and sale of such Units Founding Director Warrants may not be exempt from registration and, if not, Subscriber the Purchasers may have a right to rescind its purchase their purchases of the UnitsFounding Director Warrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber each of the Purchasers hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sue or rights in law or arbitration, as the case may be, to xo seek rescission of its his purchase of the UnitsFounding Director Warrants. Subscriber Each of the Purchasers acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Founding Director Warrants to Subscriberthe Purchasers. Subscriber Each Purchaser agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “"Claims”") and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, "Losses and Expenses") including reasonable attorneys’ ' and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Founding Director Warrants hereunder or relating to the purchase of the Units Founding Director Warrants and the transactions contemplated hereby. 7.2. Subscriber (ii) Each Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its his purchase of the Units Founding Director Warrants or any Claim that may arise now or in the future. 7.3(iii) Each of the Purchasers agree to severally indemnify and hold harmless the Company, the Representative and the Trust Account against any and all Losses and Expenses whatsoever to which the Company, the Representative and the Trust Account may become subject as a result of the purchase of the Founding Director Warrants by the Purchasers or a Purchaser, including but not limited to any Claim by any Purchaser of the Founding Director Warrants, but only to the extent necessary to ensure that such Losses and Expenses do not reduce the amount in the Trust Account. Subscriber acknowledges To the extent that the foregoing several indemnification by the Purchasers may be unenforceable for any reason, each of the Purchasers agree to make the maximum contribution permissible by applicable law to the payment and agrees satisfaction of any Losses and Expenses relating to Claims that may or will otherwise reduce the amount in the Trust Account. Any Losses and Expenses indemnified hereunder by the Purchasers will be paid based on the number of Founding Director Warrants purchased by such Purchaser relative to the total number of Founding Director Warrants purchased by all Purchasers hereunder, except to the extent that such Claims are brought by any of the Purchasers, in which case the foregoing indemnity obligation shall only be that of the Purchaser making the Claim, it being the understanding and agreement of the Purchasers that each of them shall be held harmless by the other as to any Claims, Losses and Expenses. (iv) The Purchasers acknowledge and agree that the stockholders of the Company Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 5G of this Section 7Agreement. 7.4. Subscriber (v) Each Purchaser agrees that to the extent any waiver of rights under this Section 7 5G is ineffective as a matter of law, Subscriber each Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Each Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 The Subscriber understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO offering of the units in the Company’s initial public offering were deemed to be a general solicitation with respect to the UnitsSubscriber’s Warrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase purchases of the UnitsSubscriber’s Warrants. In order to facilitate the completion of the Offering placement contemplated hereby and in order to protect the Company, its stockholders and the amounts trust account described in the Trust Account Registration Statement from claims that may adversely affect the Company or the interests of its stockholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWarrants. The Subscriber acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Warrants to the Subscriber. The Subscriber agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account trust account described in the Registration Statement for any reason whatsoever in connection with its purchase of the Units Warrants or any Claim that may arise now or in the future. 7.3. 7.3 The Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.4. 7.4 The Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber 6.1 Each of the Purchasers understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the Placement Units. In this regard, if the IPO offering of the Units in the Company’s initial public offering were deemed to be a general solicitation with respect to the Placement Units, the offer and sale of such Placement Units may not be exempt from registration and, if not, Subscriber the Purchasers may have a right to rescind its purchase their purchases of the Placement Units. In order to facilitate the completion of the Offering Placement and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber each of the Purchasers hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of his or its purchase of the Placement Units. Subscriber Each of the Purchasers acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Placement Units to Subscriberthe Purchasers. Subscriber Each Purchaser agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Placement Units hereunder or relating to the purchase of the Placement Units and the transactions contemplated herebyhereby (collectively, “Losses and Expenses”). 7.2. Subscriber 6.2 Each Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its his purchase of the Placement Units or any Claim that may arise now or in the future. 7.3. Subscriber acknowledges 6.3 The Purchasers acknowledge and agrees agree that the stockholders of the Company are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.4. Subscriber 6.4 Each Purchaser agrees that to the extent any waiver of rights under this Section 7 6 is ineffective as a matter of law, Subscriber each Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Each Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. The Subscriber understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the Units. In this regard, if the IPO offering of the units of shares of common stock and warrants in the Company’s initial public offering were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units to the Subscriber. The Subscriber agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatenedthreatened against the Company or the Trust Account, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.19.1. Subscriber Each of the Subscribers understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, Subscriber the Subscribers may have a right to rescind its purchase their purchases of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber each of the Subscribers hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of his or its purchase of the UnitsWarrants. Subscriber Each of the Subscribers acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Warrants to Subscriberthe Subscribers. Each Subscriber agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.29.2. Each Subscriber agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its his purchase of the Units Warrants or any Claim that may arise now or in the future. 7.39.3. Each Subscriber acknowledges and agrees that the stockholders of the Company and Maxim Group LLC are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.49.4. Each Subscriber agrees that to the extent any waiver of rights under this Section 7 9 is ineffective as a matter of law, each Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. The Subscriber understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the Units. In this regard, if the IPO offering of the units of shares of common stock and warrants in the Company's initial public offering were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its his purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units to the Subscriber. The Subscriber agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”the "CLAIMS") and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ ' and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatenedthreatened against the Company or the Trust Account, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 Each Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber the Subscribers may have a right to rescind its purchase their purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber Subscribers hereby agrees agree to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Each Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Each Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 Each Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 Each Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 Each Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, . Each Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber (i) Each of the Purchasers understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsFounding Director Warrants. In this regard, if the IPO Offering of the Units were deemed to be a general solicitation with respect to the UnitsFounding Director Warrants, the offer and sale of such Units Founding Director Warrants may not be exempt from registration and, if not, Subscriber the Purchasers may have a right to rescind its purchase their purchases of the UnitsFounding Director Warrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber each of the Purchasers hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its his purchase of the UnitsFounding Director Warrants. Subscriber Each of the Purchasers acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Founding Director Warrants to Subscriberthe Purchasers. Subscriber Each Purchaser agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “"Claims”") and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, "Losses and Expenses") including reasonable attorneys’ ' and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Founding Director Warrants hereunder or relating to the purchase of the Units Founding Director Warrants and the transactions contemplated hereby. 7.2. Subscriber (ii) Each Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its his purchase of the Units Founding Director Warrants or any Claim that may arise now or in the future. 7.3(iii) Each of the Purchasers agree to severally indemnify and hold harmless the Company, the Representative and the Trust Account against any and all Losses and Expenses whatsoever to which the Company, the Representative and the Trust Account may become subject as a result of the purchase of the Founding Director Warrants by the Purchasers or a Purchaser, including but not limited to any Claim by any Purchaser of the Founding Director Warrants, but only to the extent necessary to ensure that such Losses and Expenses do not reduce the amount in the Trust Account. Subscriber acknowledges To the extent that the foregoing several indemnification by the Purchasers may be unenforceable for any reason, each of the Purchasers agree to make the maximum contribution permissible by applicable law to the payment and agrees satisfaction of any Losses and Expenses relating to Claims that may or will otherwise reduce the amount in the Trust Account. Any Losses and Expenses indemnified hereunder by the Purchasers will be paid based on the number of Founding Director Warrants purchased by such Purchaser relative to the total number of Founding Director Warrants purchased by all Purchasers hereunder, except to the extent that such Claims are brought by any of the Purchasers, in which case the foregoing indemnity obligation shall only be that of the Purchaser making the Claim, it being the understanding and agreement of the Purchasers that each of them shall be held harmless by the other as to any Claims, Losses and Expenses. (iv) The Purchasers acknowledge and agree that the stockholders of the Company Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 4G of this Section 7Agreement. 7.4. Subscriber (v) Each Purchaser agrees that to the extent any waiver of rights under this Section 7 4G is ineffective as a matter of law, Subscriber each Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Each Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.18.1. Subscriber Sponsor understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber the Sponsor may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber Sponsor hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber Sponsor acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriberthe Sponsor. Subscriber Sponsor agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.28.2. Subscriber Sponsor agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.38.3. Subscriber Sponsor acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.48.4. Subscriber Sponsor agrees that to the extent any waiver of rights under this Section 7 8 is ineffective as a matter of law, Subscriber Sponsor has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Sponsor acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase their purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “"Claims”") and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ ' and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 The Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 The Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering Placement and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 The Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 The Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 The Subscriber understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the offering of the Units in the Company’s IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWarrants. The Subscriber acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Warrants to the Subscriber. The Subscriber agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its his purchase of the Units Warrants or any Claim that may arise now or in the future. 7.3. 7.3 The Subscriber acknowledges and agrees that the other stockholders of the Company are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.4. 7.4 The Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber (i) The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsShares. In this regard, if the IPO Offering were deemed to be a general solicitation with respect to the UnitsShares, the offer and sale of such Units may Shares might not be exempt from registration and, if not, Subscriber may the Purchaser would have a right prima facie claim, subject to applicable defenses, to rescind its purchase of the UnitsShares. In order to facilitate the completion of the Offering and in order to protect the Company, Company and its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsShares. Subscriber The Purchaser acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Shares to Subscriberthe Purchaser. Subscriber The Purchaser further agrees that the foregoing waiver of rescission rights shall shall, to the extent permitted under applicable law, apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Rescission Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, including “Losses and Expenses”), including, without limitation, reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Rescission Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Shares hereunder or relating to the purchase of the Units Shares and the transactions contemplated hereby. 7.2. Subscriber (ii) The Purchaser agrees not to seek recourse indemnify and hold harmless the Company against any and all Losses and Expenses whatsoever to which the Trust Account for any reason whatsoever in connection with its Company may become subject as a result of the purchase of the Units or any Claim that may arise now or in Shares by the futurePurchaser. 7.3. Subscriber (iv) The Purchaser acknowledges and agrees that the stockholders of the Company Company, including those who purchase shares of Common Stock in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 3.E. of this Section 7Agreement. 7.4. Subscriber (v) The Purchaser agrees that that, to the extent any waiver of rights under this Section 7 3.E. is ineffective as a matter of law, Subscriber the Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber The Purchaser further acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regardregard and the receipt of all information it requires to agree to such waiver.

Rescission Right Waiver and Indemnification. 7.1. Subscriber 6.1 Each of the Purchasers understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the Placement Units. In this regard, if the offering of the Units in the IPO were deemed to be a general solicitation with respect to the Placement Units, the offer and sale of such Placement Units may not be exempt from registration and, if not, Subscriber the Purchasers may have a right to rescind its purchase their purchases of the Placement Units. In order to facilitate the completion of the Offering Placement and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber each of the Purchasers hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of his or its purchase of the Placement Units. Subscriber Each of the Purchasers acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Placement Units to Subscriberthe Purchasers. Subscriber Each Purchaser agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ ' and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Placement Units hereunder or relating to the purchase of the Placement Units and the transactions contemplated herebyhereby (collectively, “Losses and Expenses”). 7.2. Subscriber 6.2 Each Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its his purchase of the Placement Units or any Claim that may arise now or in the future. 7.3. Subscriber acknowledges 6.3 The Purchasers acknowledge and agrees agree that the stockholders of the Company are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.4. Subscriber 6.4 Each Purchaser agrees that to the extent any waiver of rights under this Section 7 6 is ineffective as a matter of law, Subscriber each Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Each Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.18.1. Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the its Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the its Units hereunder or relating to the purchase of the its Units and the transactions contemplated hereby. 7.28.2. Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the futurefuture relating to the purchase of the Units. 7.38.3. Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.48.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.19.1. Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWarrants. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.29.2. Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units Warrants or any Claim that may arise now or in the future. 7.39.3. Subscriber acknowledges and agrees that the stockholders of the Company Company, UBS Securities LLC and Xxxxxx Xxxxxx & Co., Inc. are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.49.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 9 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Each Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, each Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Each Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Subscriber. Each Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. Each Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. Each Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. Each Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, such Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering Placement and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. The Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. The Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 Each Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, each Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, each Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units to the extent that such recession right results from actions of such Subscriber that result in the IPO being deemed a general solicitation with respect to the Units. Each Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to such Subscriber. Each Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 Each Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future, provided that nothing herein shall preclude such Subscriber from making any claim or seeking recourse against the funds held outside of the Trust Account or seeking payment of any deferred underwriting fee due and payable pursuant to the underwriting agreement for the IPO. 7.3. 7.3 Each Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 Each Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, such Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber A. The Sponsor understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsInsider Warrants. In this regard, if the IPO offering of the Units in the Company’s Public Offering were deemed to be a general solicitation with respect to the UnitsInsider Warrants, the offer and sale of such Units Insider Warrants may not be exempt from registration and, if not, Subscriber the Sponsor may have a right to rescind its purchase their purchases of the UnitsInsider Warrants. In order to facilitate the completion of the Public Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber the Sponsor hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsInsider Warrants. Subscriber The Sponsor acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Insider Warrants to Subscriberthe Sponsor. Subscriber The Sponsor agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Insider Warrants hereunder or relating to the purchase of the Units Insider Warrants and the transactions contemplated hereby. 7.2. Subscriber B. The Sponsor agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its his purchase of the Units Insider Warrants or any Claim that may arise now or in the future. 7.3. Subscriber C. The Sponsor acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.4. Subscriber D. The Sponsor agrees that to the extent any waiver of rights under this Section 7 6 is ineffective as a matter of law, Subscriber the Sponsor has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber The Sponsor acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber understands (i) The Purchasers understand and acknowledges acknowledge that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsFounder Warrants. In this regard, if the IPO Offering were deemed to be a general solicitation with respect to the UnitsFounder Warrants, the offer and sale of such Units may Founder Warrants might not be exempt from registration and, if not, Subscriber may the Purchasers would have a right prima facie claim, subject to applicable defenses, to rescind its purchase of the UnitsFounder Warrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber Purchasers hereby agrees agree to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsFounder Warrants. Subscriber acknowledges The Purchasers acknowledge and agrees agree that this waiver is being made in order to induce the Company to sell the Units Founder Warrants to Subscriberthe Purchasers. Subscriber agrees The Purchasers further agree that the foregoing waiver of rescission rights shall shall, to the extent permitted under applicable law, apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Rescission Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, including “Losses and Expenses”), including, without limitation, reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Rescission Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Founder Warrants hereunder or relating to the purchase of the Units Founder Warrants and the transactions contemplated hereby. 7.2. Subscriber agrees (ii) The Purchasers hereby waive any and all right, title, interest or claim of any kind in or to any distributions from the Trust Account with respect to any shares of Common Stock acquired by the Purchasers in connection with the exercise of the Founder Warrants purchased pursuant to this Agreement (“Claim”) and hereby waive any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not to seek recourse against the Trust Account for any reason whatsoever. (iii) The Purchasers agree to indemnify and hold harmless the Company and the Trust Account against any and all Losses and Expenses whatsoever in connection with its to which the Company and the Trust Account may become subject as a result of the purchase of the Units or Founder Warrants by the Purchasers, including, but not limited to, any Claim by the Purchasers, but only to the extent necessary to ensure that may arise now or such Losses and Expenses do not reduce the amount in the futureTrust Account. Further, the Purchasers agree to indemnify and hold harmless Broadband Capital Management, LLC, individually and as representative of the underwriters (“Broadband”), against any and all Losses and Expenses whatsoever to which Broadband may become subject as a result of the purchase of the Founder Warrants by the Purchasers, including, but not limited to, any Claim by any Purchaser. 7.3. Subscriber acknowledges (iv) The Purchasers acknowledge and agrees agree that the stockholders of the Company Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 3.E. of this Section 7Agreement. 7.4. Subscriber agrees that (v) The Purchasers agree that, to the extent any waiver of rights under this Section 7 3.E. is ineffective as a matter of law, Subscriber each Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Each Purchaser further acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber (i) Such Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsFounder Warrants. In this regard, if the IPO Offering were deemed to be a general solicitation with respect to the UnitsFounder Warrants, the offer and sale of such Units may Founder Warrants might not be exempt from registration and, if not, Subscriber may each of the Purchasers would have a right prima facie claim, subject to applicable defenses, to rescind his, her or its purchase of the UnitsFounder Warrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber such Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of his, her or its purchase of the UnitsFounder Warrants. Subscriber Such Purchaser acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Founder Warrants to Subscriberthe Purchasers. Subscriber Such Purchaser further agrees that the foregoing waiver of rescission rights shall shall, to the extent permitted under applicable law, apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, including “Losses and Expenses”), including, without limitation, reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Founder Warrants hereunder or relating to the purchase of the Units Founder Warrants and the transactions contemplated hereby. 7.2. Subscriber agrees (ii) The Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions from the Trust Account with respect to any shares of common stock acquired by the Purchaser in connection with the exercise of the Founder Warrants purchased hereby pursuant to this Agreement (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not to seek recourse against the Trust Account for any reason whatsoever. (iii) Such Purchaser agrees to severally indemnify and hold harmless the Company and the Trust Account against any and all Losses and Expenses whatsoever in connection with its to which the Company and the Trust Account may become subject as a result of the purchase of the Units Founder Warrants by any one or more Purchasers, including, but not limited to, any Claim by any Purchaser of the Founder Warrants, but only to the extent necessary to ensure that such Losses and Expenses do not reduce the amount in the Trust Account. Further, such Purchaser agrees to severally indemnify and hold harmless ThinkEquity Partners LLC against any and all Losses and Expenses whatsoever to which ThinkEquity Partners LLC may become subject as a result of the purchase of the Founder Warrants by any one or more Purchasers, including, but not limited to, any Claim by any Purchaser of the Founder Warrants, without limitation. To the extent that the foregoing several and not joint indemnification obligations may be unenforceable for any reason, such Purchaser agrees to make the maximum contribution permissible by applicable law to the payment and satisfaction of any Losses and Expenses relating to Claims that may arise now or will otherwise reduce the amount in the Trust Account. Notwithstanding anything contained herein or in the futureRegistration Statement to the contrary, any Losses and Expenses indemnified or contributed to hereunder by such Purchaser will be paid based on the number of Founder Warrants purchased by such Purchaser relative to the total number of Founder Warrants purchased by all Purchasers hereunder, except to the extent that such Claims are brought by any of the Purchasers, in which case the foregoing indemnity and contribution obligations shall only be that of the Purchaser making the Claim, it being the understanding and agreement of the Purchasers that each of them shall be held harmless by the other as to any Claims, Losses and Expenses. 7.3. Subscriber (iv) Such Purchaser acknowledges and agrees that the stockholders of the Company Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 4E of this Section 7Agreement. 7.4. Subscriber (v) Such Purchaser agrees that to the extent any waiver of rights under this Section 7 4E is ineffective as a matter of law, Subscriber such Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Such Purchaser further acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber (i) Each of the Purchasers understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsFounding Director Warrants. In this regard, if the IPO Offering of the Units were deemed to be a general solicitation with respect to the UnitsFounding Director Warrants, the offer and sale of such Units Founding Director Warrants may not be exempt from registration and, if not, Subscriber the Purchasers may have a right to rescind its purchase their purchases of the UnitsFounding Director Warrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber each of the Purchasers hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its his purchase of the UnitsFounding Director Warrants. Subscriber Each of the Purchasers acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Founding Director Warrants to Subscriberthe Purchasers. Subscriber Each Purchaser agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, “Losses and Expenses”) including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Founding Director Warrants hereunder or relating to the purchase of the Units Founding Director Warrants and the transactions contemplated hereby. 7.2. Subscriber (ii) Each Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its his purchase of the Units Founding Director Warrants or any Claim that may arise now or in the future. 7.3(iii) Each Purchaser (collectively, “Indemnitors”) agrees to severally indemnify and hold harmless the Company, the Representative, the underwriters of the Offering and the Trust Account against any and all Losses and Expenses whatsoever to which the Company, the Representatives and the Trust Account may become subject as a result of the purchase of the Founding Director Warrants by the Purchasers or a Purchaser, including but not limited to any Claim by any Purchaser of the Founding Director Warrants, but only to the extent necessary to ensure that such Losses and Expenses do not reduce the amount in the Trust Account. Subscriber acknowledges To the extent that the foregoing several indemnification by the Indemnitors may be unenforceable for any reason, each of the Indemnitors agree to make the maximum contribution permissible by applicable law to the payment and agrees satisfaction of any Losses and Expenses relating to Claims that may or will otherwise reduce the amount in the Trust Account. Any Losses and Expenses indemnified hereunder by the Indemnitors will be paid equally by them except to the extent that such Claims are brought by either of the Indemnitors, in which case the foregoing indemnity obligation shall only be that of the person making the Claim, it being the understanding and agreement of the Indemnitors that each of them shall be held harmless by the other as to any Claims, Losses and Expenses. (iv) The Purchasers acknowledge and agree that the stockholders of the Company Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 5G of this Section 7Agreement. 7.4. Subscriber (v) Each Purchaser agrees that to the extent any waiver of rights under this Section 7 4. E is ineffective as a matter of law, Subscriber each Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Each Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.19.1. Each Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, each Subscriber may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholdersshareholders, each Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWarrants. Each Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to such Subscriber. Each Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.29.2. Each Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units Warrants or any Claim that may arise now or in the future. 7.39.3. Each Subscriber acknowledges and agrees that the stockholders shareholders of the Company Company, Xxxxxx Xxxxxx & Co. Inc. and Legend Merchant Group are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.49.4. Each Subscriber agrees that to the extent any waiver of rights under this Section 7 9 is ineffective as a matter of law, such Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber (i) Each of the Initial Stockholders understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsInitial Stockholder Warrants. In this regard, if the IPO Offering of the Units were deemed to be a general solicitation with respect to the UnitsInitial Stockholder Warrants, the offer and sale of such Units Initial Stockholder Warrants may not be exempt from registration and, if not, Subscriber the Initial Stockholders may have a right to rescind its purchase their purchases of the UnitsInitial Stockholder Warrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber each of the Initial Stockholders hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its his purchase of the UnitsInitial Stockholder Warrants. Subscriber Each of the Initial Stockholders acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Initial Stockholder Warrants to Subscriberthe Initial Stockholders. Subscriber Each Initial Stockholder agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, “Losses and Expenses”) including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Initial Stockholder Warrants hereunder or relating to the purchase of the Units Initial Stockholder Warrants and the transactions contemplated hereby. 7.2. Subscriber (ii) Each Initial Stockholder agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its his purchase of the Units Initial Stockholder Warrants or any Claim Claim, including Losses and Expenses relating thereto, that may arise now or in the future. 7.3. Subscriber acknowledges (iii) The Initial Stockholders acknowledge and agrees agree that the stockholders of the Company Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 3(G) of this Section 7Agreement. 7.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.19.1. Each Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the each Subscriber may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, each Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWarrants. Each Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to such Subscriber. Each Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.29.2. Each Subscriber agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its purchase of the Units Warrants or any Claim that may arise now or in the future. 7.39.3. Subscriber Sponsor acknowledges and agrees that the stockholders of the Company and MJ are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.49.4. Each Subscriber agrees that to the extent any waiver of rights under this Section 7 9 is ineffective as a matter of law, each Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber (i) The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsSponsor Warrants. In this regard, if the IPO Offering were deemed to be a general solicitation with respect to the UnitsSponsor Warrants, the offer and sale of such Units may Sponsor Warrants might not be exempt from registration and, if not, Subscriber may the Purchaser would have a right prima facie claim, subject to applicable defenses, to rescind its purchase of the UnitsSponsor Warrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsSponsor Warrants. Subscriber The Purchaser acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Sponsor Warrants to Subscriberthe Purchaser. Subscriber The Purchaser further agrees that the foregoing waiver of rescission rights shall shall, to the extent permitted under applicable law, apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Rescission Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, including “Losses and Expenses”), including, without limitation, reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Rescission Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Sponsor Warrants hereunder or relating to the purchase of the Units Sponsor Warrants and the transactions contemplated hereby. 7.2. Subscriber agrees (ii) The Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions from the Trust Account with respect to any shares of Common Stock acquired by the Purchaser in connection with the exercise of the Sponsor Warrants purchased pursuant to this Agreement (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not to seek recourse against the Trust Account for any reason whatsoever. (iii) The Purchaser agrees to indemnify and hold harmless the Company and the Trust Account against any and all Losses and Expenses whatsoever in connection with its to which the Company and the Trust Account may become subject as a result of the purchase of the Units or Sponsor Warrants by the Purchaser, including, but not limited to, any Claim by the Purchaser, but only to the extent necessary to ensure that may arise now or such Losses and Expenses do not reduce the amount in the futureTrust Account. Further, the Purchaser agrees to indemnify and hold harmless X.X. Xxxxxx Securities Inc. and Deutsche Bank Securities Inc., individually and as representative of the underwriters (“Representatives”), against any and all Losses and Expenses whatsoever to which the Representatives may become subject as a result of the purchase of the Sponsor Warrants by the Purchaser, including, but not limited to, any Claim by the Purchaser. 7.3. Subscriber (iv) The Purchaser acknowledges and agrees that the stockholders of the Company Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 3.E. of this Section 7Agreement. 7.4. Subscriber (v) The Purchaser agrees that that, to the extent any waiver of rights under this Section 7 3.E. is ineffective as a matter of law, Subscriber the Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber The Purchaser further acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regardregard and the receipt of all information it requires to agree to such waiver.

Rescission Right Waiver and Indemnification. 7.1. 7.1 The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholdersshareholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units to the extent that such rescission right results from actions of Subscriber that result in the IPO being deemed a general solicitation with respect to the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase as a result of the Units and the transactions contemplated herebyIPO being deemed a general solicitation. 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future, provided that nothing herein shall preclude Subscriber from making any Claim or seeking recourse against the funds held outside of the Trust Account or seeking payment of any deferred underwriting fee due and payable pursuant to the underwriting agreement for the IPO. 7.3. Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.3 The Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.19.1. Subscriber Sponsor understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, Subscriber the Sponsor may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber Sponsor hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWarrants. Subscriber Sponsor acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to Subscriberthe Sponsor. Subscriber Sponsor agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.29.2. Subscriber Sponsor agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its purchase of the Units Warrants or any Claim that may arise now or in the future. 7.39.3. Subscriber Sponsor acknowledges and agrees that the stockholders of the Company and Xxxxxx Xxxxxx & Co., Inc. (“MJ”) are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.49.4. Subscriber Sponsor agrees that to the extent any waiver of rights under this Section 7 9 is ineffective as a matter of law, Subscriber Sponsor has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Sponsor acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.112.1. Each Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, Subscriber Subscribers may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholdersshareholders, Subscriber Subscribers hereby agrees agree to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWarrants. Subscriber acknowledges Subscribers acknowledge and agrees agree this waiver is being made in order to induce the Company to sell the Units Warrants to such Subscriber. Subscriber agrees Subscribers agree the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.212.2. Subscriber agrees Subscribers agree not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units Warrants or any Claim that may arise now or in the future. 7.312.3. Subscriber acknowledges Subscribers acknowledge and agrees that agree the stockholders shareholders of the Company are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.412.4. Subscriber agrees Subscribers agree that to the extent any waiver of rights under this Section 7 9 is ineffective as a matter of law, such Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges Subscribers acknowledge the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.19.1. Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWarrants. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.29.2. Subscriber agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its purchase of the Units Warrants or any Claim that may arise now or in the future. 7.39.3. Subscriber acknowledges and agrees that the stockholders of the Company and Pali Capital, Inc. are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.49.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 9 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber (i) Such Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsInsider Warrants. In this regard, if the IPO Offering were deemed to be a general solicitation with respect to the UnitsInsider Warrants, the offer and sale of such Units may Insider Warrants might not be exempt from registration and, if not, Subscriber may each of the Purchasers would have a right prima facie claim, subject to applicable defenses, to rescind his, her or its purchase of the UnitsInsider Warrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber such Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of his, her or its purchase of the UnitsInsider Warrants. Subscriber Such Purchaser acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Insider Warrants to Subscriberthe Purchasers. Subscriber Such Purchaser further agrees that the foregoing waiver of rescission rights shall shall, to the extent permitted under applicable law, apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, including “Losses and Expenses”), including, without limitation, reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Insider Warrants hereunder or relating to the purchase of the Units Insider Warrants and the transactions contemplated hereby. 7.2. Subscriber agrees (ii) The Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions from the Trust Account with respect to any shares of common stock acquired by the Purchaser in connection with the exercise of the Insider Warrants purchased hereby pursuant to this Agreement ("Claim") and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not to seek recourse against the Trust Account for any reason whatsoever. (iii) Such Purchaser agrees to severally indemnify and hold harmless the Company and the Trust Account against any and all Losses and Expenses whatsoever in connection with its to which the Company and the Trust Account may become subject as a result of the purchase of the Units Insider Warrants by any one or more Purchasers, including, but not limited to, any Claim by any Purchaser of the Insider Warrants, but only to the extent necessary to ensure that such Losses and Expenses do not reduce the amount in the Trust Account. Further, such Purchaser agrees to severally indemnify and hold harmless Lazard Capital Markets LLC against any and all Losses and Expenses whatsoever to which Lazard Capital Markets LLC may become subject as a result of the purchase of the Insider Warrants by any one or more Purchasers, including, but not limited to, any Claim by any Purchaser of the Insider Warrants, without limitation. To the extent that the foregoing several and not joint indemnification obligations may be unenforceable for any reason, such Purchaser agrees to make the maximum contribution permissible by applicable law to the payment and satisfaction of any Losses and Expenses relating to Claims that may arise now or will otherwise reduce the amount in the Trust Account. Notwithstanding anything contained herein or in the futureRegistration Statement to the contrary, any Losses and Expenses indemnified or contributed to hereunder by such Purchaser will be paid based on the number of Insider Warrants purchased by such Purchaser relative to the total number of Insider Warrants purchased by all Purchasers hereunder, except to the extent that such Claims are brought by any of the Purchasers, in which case the foregoing indemnity and contribution obligations shall only be that of the Purchaser making the Claim, it being the understanding and agreement of the Purchasers that each of them shall be held harmless by the other as to any Claims, Losses and Expenses. 7.3. Subscriber (iv) Such Purchaser acknowledges and agrees that the stockholders of the Company Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 4E of this Section 7Agreement. 7.4. Subscriber (v) Such Purchaser agrees that to the extent any waiver of rights under this Section 7 4E is ineffective as a matter of law, Subscriber such Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Such Purchaser further acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.19.1. Subscriber Each of the Subscribers understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, Subscriber the Subscribers may have a right to rescind its purchase their purchases of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber each of the Subscribers hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of his or its purchase of the UnitsWarrants. Subscriber Each of the Subscribers acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Warrants to Subscriberthe Subscribers. Each Subscriber agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.29.2. Each Subscriber agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its his purchase of the Units Warrants or any Claim that may arise now or in the future. 7.39.3. Each Subscriber acknowledges and agrees that the stockholders of the Company and Maxim Group LLC are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.49.4. Each Subscriber agrees that to the extent any waiver of rights under this Section 7 9 is ineffective as a matter of law, each Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber (i) Each of the Purchasers understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsFounding Director Warrants. In this regard, if the IPO Offering of the Units were deemed to be a general solicitation with respect to the UnitsFounding Director Warrants, the offer and sale of such Units Founding Director Warrants may not be exempt from registration and, if not, Subscriber the Purchasers may have a right to rescind its purchase their purchases of the UnitsFounding Director Warrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber each of the Purchasers hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its his purchase of the UnitsFounding Director Warrants. Subscriber Each of the Purchasers acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Founding Director Warrants to Subscriberthe Purchasers. Subscriber Each Purchaser agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, “Losses and Expenses”) including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Founding Director Warrants hereunder or relating to the purchase of the Units Founding Director Warrants and the transactions contemplated hereby. 7.2. Subscriber (ii) Each Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its his purchase of the Units Founding Director Warrants or any Claim that may arise now or in the future. 7.3. Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.19.1. Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWarrants. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.29.2. Subscriber agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its purchase of the Units Warrants or any Claim that may arise now or in the future. 7.39.3. Subscriber acknowledges and agrees that the stockholders of the Company and the underwriters in the IPO are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.49.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 9 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.19.1. Each Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the each Subscriber may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, each Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWarrants. Each Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to scuh Subscriber. Each Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.29.2. Each Subscriber agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its purchase of the Units Warrants or any Claim that may arise now or in the future. 7.39.3. Subscriber Sponsor acknowledges and agrees that the stockholders of the Company and MJ are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.49.4. Each Subscriber agrees that to the extent any waiver of rights under this Section 7 9 is ineffective as a matter of law, each Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber Section 8.1 Each of the Subscribers understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the Sponsor Warrants and Co-Investment Units. In this regard, if the offering of the Units in the IPO were deemed to be a general solicitation with respect to the Sponsor Warrants or Co-Investment Units, the offer and sale of such Sponsor Warrants or Co-Investment Units may not be exempt from registration and, if not, Subscriber the Subscribers may have a right to rescind its purchase their purchases of the Sponsor Warrants or Co-Investment Units, as applicable. In order to facilitate the completion of the Offering Offerings and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber each of the Subscribers hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of Securities. Each of the Units. Subscriber Subscribers acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Sponsor Warrants and Co-Investment Units, as applicable, to Subscriberthe Subscribers. Each Subscriber agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “"Claims”") and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ ' and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Sponsor Warrants and Co-Investment Units, as applicable, hereunder or relating to the purchase of the Units Sponsor Warrants or Co-Investment Units, as applicable, and the transactions contemplated hereby. 7.2. Section 8.2 Each Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its his purchase of the Units Securities or any Claim that may arise now or in the future. 7.3. Section 8.3 Each Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.4. Section 8.4 Each Subscriber agrees that to the extent any waiver of rights under this Section 7 8 is ineffective as a matter of law, each Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.19.1. Subscriber Each of the Subscribers understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the Units. In this regard, if the IPO offering of the Units were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber the Subscribers may have a right to rescind its purchase their purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account trust account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber each of the Subscribers hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of his or its purchase of the Units. Subscriber Each of the Subscribers acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units to Subscriberthe Subscribers. Each Subscriber agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.29.2. Each Subscriber agrees not to seek recourse against the Trust Account trust account for any reason whatsoever in connection with its his purchase of the Units or any Claim that may arise now or in the future. 7.39.3. Each Subscriber acknowledges and agrees that the stockholders of the Company and Maxim Group LLC are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.49.4. Each Subscriber agrees that to the extent any waiver of rights under this Section 7 9 is ineffective as a matter of law, each Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Section 7.1 The Subscriber understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsSponsor Warrants. In this regard, if the offering of the Units in the IPO were deemed to be a general solicitation with respect to the UnitsSponsor Warrants, the offer and sale of such Units Sponsor Warrants may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase purchases of the UnitsSponsor Warrants. In order to facilitate the completion of the Offering offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsSecurities. The Subscriber acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Sponsor Warrants to the Subscriber. The Subscriber agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated herebySponsor Warrants hereunder. 7.2. Section 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its his purchase of the Units Securities or any Claim that may arise now or in the future. 7.3. Section 7.3 The Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.4. Section 7.4 The Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.any 7.2. 7.2 The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 The Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 The Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Subscriber (i) Such Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the UnitsInsider Warrants. In this regard, if the IPO Offering were deemed to be a general solicitation with respect to the UnitsInsider Warrants, the offer and sale of such Units may Insider Warrants might not be exempt from registration and, if not, Subscriber may each of the Purchasers would have a right prima facie claim, subject to applicable defenses, to rescind his, her or its purchase of the UnitsInsider Warrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber such Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of his, her or its purchase of the UnitsInsider Warrants. Subscriber Such Purchaser acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Insider Warrants to Subscriberthe Purchasers. Subscriber Such Purchaser further agrees that the foregoing waiver of rescission rights shall shall, to the extent permitted under applicable law, apply to any and all known or unknown actions, causes of action, suits, claims claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewiththerewith (collectively, including “Losses and Expenses”), including, without limitation, reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Insider Warrants hereunder or relating to the purchase of the Units Insider Warrants and the transactions contemplated hereby. 7.2. Subscriber (ii) Such Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with his, her or its purchase of the Units Insider Warrants or any Claim that may arise now or in the future. 7.3(iii) Such Purchaser agrees to severally indemnify and hold harmless the Company and the Trust Account against any and all Losses and Expenses whatsoever to which the Company and the Trust Account may become subject as a result of the purchase of the Insider Warrants by any one or more Purchasers, including, but not limited to, any Claim by any Purchaser of the Insider Warrants, but only to the extent necessary to ensure that such Losses and Expenses do not reduce the amount in the Trust Account. Subscriber To the extent that the foregoing several and not joint indemnification obligations may be unenforceable for any reason, such Purchaser agrees to make the maximum contribution permissible by applicable law to the payment and satisfaction of any Losses and Expenses relating to Claims that may or will otherwise reduce the amount in the Trust Account. Notwithstanding anything contained herein or in the Registration Statement to the contrary, any Losses and Expenses indemnified or contributed to hereunder by such Purchaser will be paid based on the number of Insider Warrants purchased by such Purchaser relative to the total number of Insider Warrants purchased by all Purchasers hereunder, except to the extent that such Claims are brought by any of the Purchasers, in which case the foregoing indemnity and contribution obligations shall only be that of the Purchaser making the Claim, it being the understanding and agreement of the Purchasers that each of them shall be held harmless by the other as to any Claims, Losses and Expenses. (iv) Such Purchaser acknowledges and agrees that the stockholders of the Company Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 5G of this Section 7Agreement. 7.4. Subscriber (v) Such Purchaser agrees that to the extent any waiver of rights under this Section 7 5G is ineffective as a matter of law, Subscriber such Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber Such Purchaser further acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.19.1. Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering IPO and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsWarrants. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby. 7.29.2. Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units Warrants or any Claim that may arise now or in the futurefuture and waives any and all right, title, interest and Claims of any kind in or to, and any and all rights to seek payment of amounts due to it out of, the Trust Account and any monies or other assets in the Trust Account. 7.39.3. Subscriber acknowledges and agrees that the stockholders of the Company Company, Wachovia Capital Markets, LLC and Xxxxxx Xxxxxx & Co. Inc. are and shall be third-party beneficiaries of the foregoing provisions of this Section 7Agreement. 7.49.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 9 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. The Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. The Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. 7.1 Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase their purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. 7.2 Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. 7.3 Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. 7.4 Subscriber agrees that that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Rescission Right Waiver and Indemnification. 7.1. Each Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, each Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Each Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Subscriber. Each Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. Each Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. Each Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. Each Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, such Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.