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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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”).

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 sxx 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.

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.

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.

Rescission Right Waiver and Indemnification. 7.1. 9.1 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 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Rescission Right Waiver and Indemnification. 7.1. Subscriber 8.1 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 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, Subscriber the Purchaser may have a right to rescind its purchase 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, 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 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.

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.

Rescission Right Waiver and Indemnification. 7.1. Subscriber 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 UnitsFounder Warrants. 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 UnitsFounder Warrants, the offer and sale of such Units Founder 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 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 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 UnitsFounder Warrants. Subscriber Each of the Subscribers acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Founder 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 Founder Warrants hereunder or relating to the purchase of the Units Founder Warrants and the transactions contemplated hereby.

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.

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 UnitsSecurities. In this regard, if the IPO were deemed to be a general solicitation with respect to the UnitsSecurities, the offer and sale of such Units Securities may not be exempt from registration and, if not, Subscriber 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 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 sux xr rights in law or arbitration, as the case may be, to seek rescission of its purchase of the UnitsSecurities. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants 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 Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby.

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.

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.

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 UnitsInsider Warrants. In this regard, if the IPO 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, the Subscriber may have a right to rescind 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 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 UnitsInsider Warrants. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Insider 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 Insider Warrants hereunder or relating to the purchase of the Units Insider Warrants and the transactions contemplated hereby.

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 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.

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.

Rescission Right Waiver and Indemnification. 7.111.1. 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 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.

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.

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”).

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 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 Subscriber’s 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 Subscriber’s Units. 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 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 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.

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 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.

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.

Rescission Right Waiver and Indemnification. 7.110.1. 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, 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, 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. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to such 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.

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“ 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.

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 hereunder or relating to the purchase of the Units Sponsor Warrants and the transactions contemplated herebyCo-Investment Units, as applicable, hereunder.

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.

Rescission Right Waiver and Indemnification. 7.1. Subscriber 5.1 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 UnitsPlacement Warrants. 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 UnitsPlacement Warrants, the offer and sale of such Units Placement 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 UnitsPlacement Warrants. 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 sue or rights in law or xx arbitration, as the case may be, to seek rescission of its purchase of the UnitsPlacement 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 Placement 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 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 Placement Warrants hereunder or relating to the purchase of the Units Placement Warrants and the transactions contemplated herebyhereby (collectively, "Losses and Expenses").

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.

Rescission Right Waiver and Indemnification. 7.110.1. 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 the 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 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 Subscriberthe Subscribers. 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.

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 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.

Rescission Right Waiver and Indemnification. 7.1. Subscriber 5.1 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 Company's 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 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").

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.

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.

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 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.

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.

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 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.

Rescission Right Waiver and Indemnification. 7.1. Subscriber 4.1 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 in 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 sxx 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 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 Insider Warrants hereunder or relating to the purchase of the Units Insider Warrants and the transactions contemplated hereby.

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 resulting from the actions of Subscriber that result in the IPO being deemed a general solicitation with respect to the purchase of the Units and the transactions contemplated herebyUnits.

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.

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.

Rescission Right Waiver and Indemnification. 7.1. Subscriber 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 UnitsSecurities. 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 UnitsSecurities, the offer and sale of such Units Securities may not be exempt from registration and, if not, Subscriber the Subscribers may have a right to rescind its purchase their purchases 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 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 UnitsSecurities. Subscriber Each of the Subscribers acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Units Securities 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 Securities hereunder or relating to the purchase of the Units Securities and the transactions contemplated hereby.

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.

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.