Common use of Trust Account; Financial Ability Clause in Contracts

Trust Account; Financial Ability. (a) As of the date hereof, Trinity has at least $357,592,888 in the account established by Trinity for the benefit of its public shareholders (the “Trust Account”), with such funds invested in United States government treasury bills, notes, bonds or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement, dated as of May 14, 2018, by and between Trinity and the Trustee (as amended or supplemented from time to time, the “Trust Agreement”). Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Trinity under this Agreement are not subject to any conditions regarding Trinity’s, its Affiliates’ or any other Person’s ability to obtain financing for the consummation of the transactions contemplated hereby. (b) The Trust Agreement has not been amended or modified, is valid and in full force and effect and is enforceable in accordance with its terms, except as limited by the Enforceability Exceptions. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between Trinity and the Trustee that would cause the description of the Trust Agreement in the Trinity SEC Reports to be inaccurate in any material respect or (ii) to the Knowledge of Trinity, that would entitle any Person (other than stockholders of Trinity holding Class A Common Stock sold in Trinity’s initial public offering who shall have elected to redeem their shares of Class A Common Stock pursuant to the Trinity Organizational Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income taxes from any income earned in the Trust Account and (B) to redeem Class A Common Stock in accordance with the provisions of the Trinity Organizational Documents. There are no Actions pending or, to the Knowledge of Trinity, threatened with respect to the Trust Account.

Trust Account; Financial Ability. (a) As of the date hereofof this Agreement, Trinity ACT has an amount in cash in the Trust Account equal to at least $357,592,888 310,000,000 (including an aggregate of approximately $10,900,000 of deferred underwriting commissions and other fees being held in the account established by Trinity for the benefit of its public shareholders (the “Trust Account”), with such . The funds held in the Trust Account are (a) invested in United States “government treasury billssecurities” within the meaning of Section 2(a)(16) of the Investment Company Act, notes, bonds having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the that certain Investment Management Trust Agreement, dated as of May 14March 25, 2018, by and between Trinity and the Trustee 2021 (as amended or supplemented from time to time, the “Trust Agreement”). Other than pursuant to , between ACT and Continental Stock Transfer & Trust Company, as trustee (the Trust Agreement and the Subscription Agreements, the obligations of Trinity under this Agreement are not subject to any conditions regarding Trinity’s, its Affiliates’ or any other Person’s ability to obtain financing for the consummation of the transactions contemplated hereby. (b) The Trust Agreement has not been amended or modified, is valid and in full force and effect and is enforceable in accordance with its terms, except as limited by the Enforceability Exceptions“Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between Trinity and the Trustee that would cause the description of the Trust Agreement in the Trinity ACT SEC Reports to be inaccurate in any material respect or (ii) to the Knowledge of Trinityor, that would entitle any Person to any portion of the funds in the Trust Account (other than stockholders (i) in respect of Trinity holding Class A Common Stock sold in Trinity’s initial public offering deferred underwriting commissions or Taxes, (ii) the Pre-Closing ACT Shareholders who shall have elected to redeem their shares of Pre-Closing ACT Class A Common Stock Shares pursuant to the Trinity Organizational DocumentsGoverning Documents of ACT or (iii) if ACT fails to any portion complete a business combination within the allotted time period set forth in the Governing Documents of the proceeds in ACT and liquidates the Trust Account, subject to the terms of the Trust Agreement, ACT (in limited amounts to permit ACT to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of ACT) and then the Pre-Closing ACT Shareholders). Prior to the Closing, none of the funds held in the Trust Account may are permitted to be released released, except (A) to pay income taxes from any income earned in the circumstances described in the Governing Documents of ACT and the Trust Account Agreement. ACT has performed all material obligations required to be performed by it, and is not in material breach or default, or delinquent in performance in any material respect or any other respect (Bclaimed or actual) in any material respect, under the Trust Agreement, and, to redeem Class A Common Stock in accordance ACT’s knowledge, no event has occurred which (with due notice or lapse of time or both) would constitute a material default under the provisions of the Trinity Organizational DocumentsTrust Agreement. There are no Actions pending orProceedings pending, or to the Knowledge of TrinityACT’s knowledge, threatened with respect to the Trust Account. Since March 25, 2021, ACT has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby (including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing ACT Shareholders who have elected to redeem their Pre-Closing ACT Class A Shares pursuant to the Governing Documents of ACT, each in accordance with the terms of and as set forth in the Trust Agreement), ACT shall have no further obligation under either the Trust Agreement or the Governing Documents of ACT to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms. As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its obligations hereunder, ACT has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds then available in the Trust Account will not be available to ACT on the Closing Date.

Trust Account; Financial Ability. (a) As of June 30, 2024, SPAC has an amount in cash in the date hereof, Trinity has Trust Account equal to at least $357,592,888 52,216,909. The funds held in the account established by Trinity for the benefit of its public shareholders (the “Trust Account”), with such funds invested in United States government treasury bills, notes, bonds or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act and Account are held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the that certain Investment Management Trust Agreement, dated as of May 14December 19, 2018, by and between Trinity and the Trustee 2022 (as amended or supplemented from time to time, the “Trust Agreement”). Other than pursuant to , between SPAC and Continental Stock Transfer & Trust Company, as trustee (the Trust Agreement and the Subscription Agreements, the obligations of Trinity under this Agreement are not subject to any conditions regarding Trinity’s, its Affiliates’ or any other Person’s ability to obtain financing for the consummation of the transactions contemplated hereby. (b) The Trust Agreement has not been amended or modified, is valid and in full force and effect and is enforceable in accordance with its terms, except as limited by the Enforceability Exceptions“Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between Trinity and the Trustee that would cause the description of the Trust Agreement in the Trinity SPAC SEC Reports to be inaccurate in any material respect or (ii) to the Knowledge of Trinity, that would entitle any Person to any portion of the funds in the Trust Account (other than stockholders (i) in respect of Trinity holding Class A Common Stock sold in Trinity’s initial public offering deferred underwriting commissions or Taxes, (ii) the Pre-Closing SPAC Shareholders who shall have elected to redeem their shares of Class A Common Stock SPAC Shares pursuant to the Trinity Organizational DocumentsGoverning Documents of SPAC or (iii) if SPAC fails to any portion complete a business combination within the allotted time period set forth in the Governing Documents of the proceeds in SPAC and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC (in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of SPAC) and then the Pre-Closing SPAC Shareholders). Prior to the Closing, none of the funds held in the Trust Account may are permitted to be released released, except (A) to pay income taxes from any income earned in the circumstances described in the Governing Documents of SPAC and the Trust Account and (B) to redeem Class A Common Stock in accordance with the provisions Agreement. As of the Trinity Organizational Documentsdate hereof, SPAC has performed all material obligations required to be performed by it, and is not in material breach or default, or delinquent in performance in any material respect, under the Trust Agreement. There As of the date of this Agreement, there are no Actions pending orProceedings pending, or to the Knowledge of TrinitySPAC’s knowledge, threatened with respect to the Trust Account. Upon the consummation of the Transactions (including the distribution of assets from the Trust Account (a) in respect of deferred underwriting commissions or Taxes or (b) to the Pre-Closing SPAC Shareholders who have elected to redeem their SPAC Shares pursuant to the Governing Documents of SPAC, each in accordance with the terms of and as set forth in the Trust Agreement), SPAC shall have no further obligation under either the Trust Agreement or the Governing Documents of SPAC to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account; Financial Ability. (a) As of the date hereofExecution Date, Trinity the Buyer has at least $357,592,888 in the account established by Trinity for the benefit of its public shareholders 175,000,000 (the “Trust Amount”) in the Trust Account”), with such funds invested in United States government treasury bills, notes, bonds securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement, dated as of May 14, 2018, by and between Trinity and the Trustee (as amended or supplemented from time to time, the “Trust Agreement”). Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Trinity under this Agreement are not subject to any conditions regarding Trinity’s, its Affiliates’ or any other Person’s ability to obtain financing for the consummation of the transactions contemplated hereby. (b) Agreement. The Trust Agreement has not been amended or modified, is valid and in full force and effect and is a legal, valid and binding obligation of the Buyer, enforceable in accordance with its terms. The Trust Agreement has not been terminated, except as limited repudiated, rescinded, amended, supplemented or modified, in any respect by the Enforceability ExceptionsBuyer or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the Buyer. There are no separate agreements, The Buyer is not a party to or bound by any side letters with respect to the Trust Agreement or other agreements (except for the Trust Agreement) any Contracts, arrangements or understandings (understandings, whether written or unwrittenoral, express or implied) (i) between Trinity and with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the Trinity Buyer SEC Reports Documents to be inaccurate in any material respect or (iib) to the Knowledge of Trinityexplicitly by their terms, that would entitle any Person (other than stockholders (i) the Buyer Shareholders who shall have exercised their rights to participate in the Buyer Share Redemption, (ii) the underwriters of Trinity holding Class A Common Stock sold in Trinitythe Buyer’s initial public offering offering, who shall have elected to redeem their shares of Class A Common Stock pursuant are entitled to the Trinity Organizational DocumentsDeferred Discount (as such term is defined in the Trust Agreement) and (iii) the Buyer, with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expenses), to any portion of the proceeds in the Trust Account. There are no Proceedings (or to the Knowledge of the Buyer, investigations) pending or, to the Knowledge of the Buyer, threatened with respect to the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may are permitted to be released released, except (A) to pay income taxes from any income earned in the Trust Account and (B) to redeem Class A Common Stock circumstances described in accordance with the provisions Governing Documents of the Trinity Organizational DocumentsBuyer and the Trust Agreement. There are no Actions pending orThe Buyer has performed all material obligations required to be performed by it, and is not in material breach or default, or delinquent in performance or any other respect (claimed or actual) under the Trust Agreement, and, to the Knowledge of Trinitythe buyer, threatened no event has occurred which (with due notice or lapse of time or both) would constitute a material default under the Trust Agreement. The Buyer has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby (including the distribution of assets from the Trust Account to (A) the Buyer Shareholders prior to the Closing who shall have exercised their rights to participate in the Buyer Share Redemption, (B) the underwriters of the Buyer’s initial public offering, who are entitled to the Deferred Discount (as such term is defined in the Trust Agreement) and (C) the Buyer, with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expenses), the Buyer shall have no further obligation under either the Trust Agreement or the Governing Documents of the Buyer to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account; Financial Ability. (a) As of the date hereofof this Agreement, Trinity ARYA has an amount in cash in the Trust Account equal to at least $357,592,888 149,500,000. The funds held in the account established by Trinity for the benefit of its public shareholders Trust Account are (the “Trust Account”), with such funds a) invested in United States “government treasury billssecurities” within the meaning of Section 2(a)(16) of the Investment Company Act, notes, bonds having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the that certain Investment Management Trust Agreement, dated as of May 14August 11, 2018, by and between Trinity and the Trustee 2020 (as amended or supplemented from time to time, the “Trust Agreement”). Other than pursuant to , between ARYA and Continental Stock Transfer & Trust Company, as trustee (the Trust Agreement and the Subscription Agreements, the obligations of Trinity under this Agreement are not subject to any conditions regarding Trinity’s, its Affiliates’ or any other Person’s ability to obtain financing for the consummation of the transactions contemplated hereby. (b) The Trust Agreement has not been amended or modified, is valid and in full force and effect and is enforceable in accordance with its terms, except as limited by the Enforceability Exceptions“Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between Trinity and the Trustee that would cause the description of the Trust Agreement in the Trinity ARYA SEC Reports to be inaccurate in any material respect or (ii) to the Knowledge of Trinityor, that would entitle any Person to any portion of the funds in the Trust Account (other than stockholders (i) in respect of Trinity holding Class A Common Stock sold in Trinity’s initial public offering deferred underwriting commissions or Taxes, (ii) the Pre-Closing ARYA Shareholders who shall have elected to redeem their shares of ARYA Class A Common Stock Shares pursuant to the Trinity Organizational DocumentsGoverning Documents of ARYA or (iii) if ARYA fails to any portion complete a business combination within the allotted time period set forth in the Governing Documents of the proceeds in ARYA and liquidates the Trust Account, subject to the terms of the Trust Agreement, ARYA (in limited amounts to permit ARYA to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of ARYA) and then the Pre-Closing ARYA Shareholders). Prior to the Closing, none of the funds held in the Trust Account may are permitted to be released released, except (A) to pay income taxes from any income earned in the circumstances described in the Governing Documents of ARYA and the Trust Account and (B) to redeem Class A Common Stock in accordance with the provisions Agreement. As of the Trinity Organizational Documentsdate hereof, ARYA has performed all material obligations required to be performed by it, and is not in material breach or default, or delinquent in performance in any material respect or any other respect (claimed or actual) in any material respect, under the Trust Agreement, and, to ARYA’s knowledge, no event has occurred which (with due notice or lapse of time or both) would constitute a material default under the Trust Agreement. There As of the date of this Agreement, there are no Actions pending orProceedings pending, or to the Knowledge of TrinityARYA’s knowledge, threatened with respect to the Trust Account. Since August 11, 2020, ARYA has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby (including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing ARYA Shareholders who have elected to redeem their ARYA Class A Shares pursuant to the Governing Documents of ARYA, each in accordance with the terms of and as set forth in the Trust Agreement), ARYA shall have no further obligation under either the Trust Agreement or the Governing Documents of ARYA to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.