Common use of Trust Account Waiver Clause in Contracts

Trust Account Waiver. The Backstop Investor acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including interest accrued from time to time thereon) for the benefit of its public stockholders and certain other parties (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement and will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Shares.

Trust Account Waiver. The Backstop Investor Each Purchaser hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor each Purchaser hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in or distributions from the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such with respect to any claim arises as a result based upon, arising out of, resulting from, in connection with or relating in any way to this Agreement the Transaction Documents or any other matterthe transactions contemplated hereby, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account or distributions therefrom now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company, and (c) will not seek recourse against the Trust Account for any Released Claims. Notwithstanding the foregoing, nothing in this Section 5.22 shall be deemed to limit any Purchaser’s right, title, interest or claim to any monies held in or distributions from the Trust Account by virtue of its record or beneficial ownership of any shares of Common Stock acquired in the open market and outstanding on the date hereof (whether acquired by such Purchaser prior to, on or after the date hereof), pursuant to a validly exercised redemption right with respect to the Released Claims. For any such shares of Common Stock, and, for the avoidance of doubt, this provision nothing contained herein shall not restrict limit any Purchaser’s rights, if any, in respect of the Backstop Investor’s Redemption Rights (as defined in Transaction Documents and the COI) with respect to the Non-Backstop Investor Sharestransactions contemplated thereby.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that that, as described in the Company’s prospectus relating to its initial public offering (the “IPO”) dated February 4, 2021 available at wxx.xxx.xxx, the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) the IPO and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders and certain other parties (including the underwriters of the IPO), and that, except as otherwise described in such prospectus, the Company may disburse monies from the Trust Account only to (x) its public stockholders in the event they elect to have their shares of Common Stock redeemed for cash in connection with the consummation of the Company’s initial business combination, an amendment to its Certificate of Incorporation to extend the deadline by which the Company must consummate its initial business combination, or the Company’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) the Company after or concurrently with the consummation of its initial business combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and Subscriber, on behalf of itself and its related partiesaffiliates, hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises arising out or as a result of, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement, and (c) will not seek recourse against the Trust Account as a result of, in connection with respect or relating in any way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Released ClaimsCompany to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. For To the avoidance extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of doubtany matter relating to the Company or its Representatives, this provision which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not restrict permit Subscriber (or any person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Backstop InvestorTrust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s Redemption Rights (as defined right to distributions from the Trust Account in accordance with the COI) with Company’s Certificate of Incorporation in respect of any redemptions by Subscriber in respect of Common Stock acquired by any means other than pursuant to this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the Non-Backstop Investor Sharescontrary, the provisions of this Section 7 shall survive termination of this Subscription Agreement.

Trust Account Waiver. The Backstop Investor Notwithstanding anything to the contrary set forth herein, Sponsor acknowledges that it has read the Company publicly filed prospectus of SPAC, including the form of investment management trust agreement, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC has established a the trust account described therein (the “Trust Account”) containing for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Sponsor further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of its SPAC’s initial public offering (“IPO”) and certain private placements of its securities, and that substantially all of these proceeds of a private placement (including interest accrued from time to time thereon) have been deposited in the Trust Account for the benefit of its public stockholders and certain other parties (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any Sponsor has no right, title, title or interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account and the monies that may now or in the future as a result ofbe deposited therein. Accordingly, Sponsor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of, of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever, including, without limitation, for any knowing and intentional material breach by any of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with respect the knowledge that the taking of such act or failure to the Released Claims. For the avoidance take such act would cause a material breach of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesAgreement.

Trust Account Waiver. The Backstop Investor Notwithstanding anything to the contrary set forth herein, each Purchaser and each Seller acknowledges that it has read the Investment Management Trust Agreement, dated as of October 1, 2020, by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation, and understands that the Company has established a the trust account described therein (the “Trust Account”) containing for the benefit of the Company’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Each Purchaser and each Seller further acknowledges and agrees that the Company’s sole assets consist of the cash proceeds of its the Company’s initial public offering (“IPO”) and certain private placements of its securities, and that substantially all of these proceeds of a private placement (including interest accrued from time to time thereon) have been deposited in the Trust Account for the benefit of its public stockholders shareholders. Accordingly, each Purchaser and certain other parties each Seller (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of itself and its related partiesaffiliates) that it does not now and shall not at hereby waives any time hereafter have any rightpast, title, interest present or future claim of any kind in or against, and any right to any assets held in access, the Trust Account, and it shall not make any claim against trustee of the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in Account and the Company to collect from the Trust Account any way monies that may be owed to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as them by the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor Company or any of its related parties as a shareholder of the Company to the extent related to or arising from affiliates for any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result ofreason whatsoever, or arising out of, this Agreement and will not seek recourse against the Trust Account at any time for any reason whatsoever, including for any knowing and intentional material breach by any of the parties to this Share Purchase Agreement of any of its representations or warranties as set forth in this Share Purchase Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Share Purchase Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Share Purchase Agreement; provided, however, that nothing in this Section 7 shall be deemed to limit any Purchaser’s or any Seller’s right, title, interest, or claim to the Trust Account by virtue of such Person’s record or beneficial ownership of securities of the Company acquired by any means, other than pursuant to this Share Purchase Agreement, including any redemption right with respect to any such securities of the Released ClaimsCompany. For In the avoidance of doubtevent any Purchaser or any Seller has any Claim against the Company under this Share Purchase Agreement, this provision such Person shall pursue such Claim solely against the Company and its assets outside the Trust Account and not restrict against the Backstop Investor’s Redemption Rights (as defined property or any monies in the COI) with respect to Trust Account. This Section 7 shall survive the Non-Backstop Investor Sharestermination of this Share Purchase Agreement for any reason.

Trust Account Waiver. The Backstop Investor Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that the Company Issuer has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering and from certain private placements (“IPO”) and certain proceeds of a private placement (including collectively, with interest accrued from time to time thereon) for , the benefit of its public stockholders and certain other parties (including the underwriters of the IPO“Trust Account”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby Subscriber agrees that (on its own behalf and on behalf of its related partiesi) that it does not now and shall not at any time hereafter have any has no right, title, interest or claim of any kind in or to any assets monies held in the Trust Account, and (ii) it shall not make have no right of set-off or any right, title, interest or claim against of any kind (“Claim”) to, or to any monies in, the Trust Account, regardless in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of whether such claim arises as a result ofSubscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or relating proceeding which seeks, in any way to this Agreement whole or any other matterin part, and regardless of whether such claim arises based on contract, tort, equity relief against the funds held in the Trust Account or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor distributions therefrom or any of its related parties as a shareholder the Issuer’s stockholders, whether in the form of the Company monetary damages or injunctive relief, Subscriber shall be obligated to pay to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf Issuer all of its related parties) legal fees and costs in connection with any Released Claims that it may have against the Trust Account now or such action in the future as a result of, event that the Issuer prevails in such action or arising out of, this Agreement and will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Sharesproceeding.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that that, as described in the Company’s prospectus relating to its initial public offering (the “IPO”) dated February 25, 2021 available at xxx.xxx.xxx, the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) the IPO and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders shareholders and certain other parties (including the underwriters of the IPO), and that, except as otherwise described in such prospectus, the Company may disburse monies from the Trust Account only to (x) its public shareholders in the event they elect to have their shares of Ordinary Shares redeemed for cash in connection with the consummation of the Company’s initial business combination, an amendment to its Memorandum and Articles to extend the deadline by which the Company must consummate its initial business combination, or the Company’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) the Company after or concurrently with the consummation of its initial business combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and Subscriber, on behalf of itself and its related partiesaffiliates, hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises arising out or as a result of, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement, and (c) will not seek recourse against the Trust Account as a result of, in connection with respect or relating in any way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Released ClaimsCompany to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. For To the avoidance extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of doubtany matter relating to the Company or its Representatives, this provision which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not restrict permit Subscriber (or any person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Backstop InvestorTrust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s Redemption Rights (as defined right to distributions from the Trust Account in accordance with the COI) with Company’s Memorandum and Articles in respect of any redemptions by Subscriber in respect of Ordinary Shares acquired by any means other than pursuant to this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the Non-Backstop Investor Sharescontrary, the provisions of this Section 7 shall survive termination of this Subscription Agreement.

Trust Account Waiver. The Backstop Investor acknowledges Subscriber hereby represents and warrants that it has read the final prospectus of the Company, dated as of September 30, 2020, and filed with the SEC (File no. 333-240283) on September 4, 2020 (the “Prospectus”), and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including overallotment shares acquired by the underwriters Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus, the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within 24 months after the closing of the IPO), which is subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise and income tax obligations and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Backstop Investor Subscriber hereby agrees (on its own behalf and on behalf of its related parties) that it that, notwithstanding anything to the contrary in this Subscription Agreement, the Subscriber does not now and now, or shall not at any time hereafter hereafter, have any right, title, interest or claim of any kind in or to any assets held monies in the Trust AccountAccount or distributions therefrom, and it nor shall not the Subscriber make any claim against the Trust AccountAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to to, this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor Subscriber hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it the Subscriber may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter in this Subscription Agreement, and the Subscriber further intends and understands such waiver to be valid, binding and enforceable against the Subscriber and each of its affiliates under applicable law. To the extent the Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, the Subscriber hereby acknowledges and agrees that the Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, the Company and its Representatives, as applicable, shall be entitled to recover from the Subscriber and its affiliates the associated legal fees and costs in connection with any such action in the event the Company or its Representatives, as applicable, prevails in such action or proceeding. For purposes of this Subscription Agreement, “Representatives” with respect to the Released Claimsany person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect Notwithstanding anything to the Non-Backstop Investor Sharescontrary contained in this Subscription Agreement, the provisions of this Section 8 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby Claims”),(b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company, and (c) will not seek recourse against the Trust Account for any reason whatsoever; provided, however, that nothing in this Section 7 shall (x) be deemed to limit any of Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Released Claims. For Company, (y) serve to limit or prohibit Subscriber’s right to pursue a claim against the avoidance of doubtCompany for legal relief against assets held outside the Trust Account, this provision shall not restrict the Backstop Investor’s Redemption Rights for specific performance or other equitable relief or (as defined z) serve to limit or prohibit any claims that Subscriber may have in the COI) with respect to future against the Non-Backstop Investor SharesCompany’s assets or funds that are not held in the Trust Account.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that that, as described in the Company’s prospectus relating to its initial public offering (the “IPO”) dated September 9, 2021 available at xxx.xxx.xxx, the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) the IPO and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders and certain other parties (including the underwriters of the IPO), and that, except as otherwise described in such prospectus, the Company may disburse monies from the Trust Account only to (x) its public stockholders in the event they elect to have their shares of Common Stock redeemed for cash in connection with the consummation of the Company’s initial business combination, an amendment to its Certificate of Incorporation to extend the deadline by which the Company must consummate its initial business combination, or the Company’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) the Company after or concurrently with the consummation of its initial business combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and Subscriber, on behalf of itself and its related partiesaffiliates, hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises arising out or as a result of, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement, and (c) will not seek recourse against the Trust Account as a result of, in connection with respect or relating in any way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Released ClaimsCompany to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. For To the avoidance extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of doubtany matter relating to the Company or its Representatives, this provision which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not restrict permit Subscriber (or any person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Backstop InvestorTrust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s Redemption Rights (as defined right to distributions from the Trust Account in accordance with the COI) with Company’s Certificate of Incorporation in respect of any redemptions by Subscriber in respect of Common Stock acquired by any means other than pursuant to this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the Non-Backstop Investor Sharescontrary, the provisions of this Section 7 shall survive termination of this Subscription Agreement.

Trust Account Waiver. The Backstop Investor Subscriber acknowledges that the Company Issuer has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering and from certain private placements (“IPO”) and certain proceeds of a private placement (including collectively, with interest accrued from time to time thereon) for , the benefit of its public stockholders and certain other parties (including the underwriters of the IPO“Trust Account”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby Subscriber agrees that (on its own behalf and on behalf of its related partiesi) that it does not now and shall not at any time hereafter have any has no right, title, interest interest, or claim of any kind in or to any assets monies held in the Trust Account, and (ii) it shall not make have no right of set-off or any right, title, interest, or claim against of any kind (“Claim”) to, or to any monies in, the Trust Account, regardless in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of whether such claim arises as a result ofSubscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding, and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or relating proceeding which seeks, in any way to this Agreement whole or any other matterin part, and regardless of whether such claim arises based on contract, tort, equity relief against the funds held in the Trust Account or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor distributions therefrom or any of its related parties as a shareholder the Issuer’s stockholders, whether in the form of the Company monetary damages or injunctive relief, Subscriber shall be obligated to pay to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf Issuer all of its related parties) legal fees and costs in connection with any Released Claims that it may have against the Trust Account now or such action in the future as a result of, event that the Issuer prevails in such action or arising out of, this Agreement and will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Sharesproceeding.

Trust Account Waiver. The Backstop Investor acknowledges Subscriber hereby represents and warrants that it has read the SPAC Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders (the “Public Stockholders”), and certain other parties that, except as otherwise described in the SPAC Prospectus, the Company may disburse monies from the Trust Account only: (including a) to the underwriters Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the IPOCompany’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within 24 months after the closing of the IPO (as such date may be extended by amendment to the Company’s organizational documents), (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Backstop Investor Subscriber hereby agrees (on its own behalf and on behalf of its related parties) that it notwithstanding anything to the contrary contained in this Subscription Agreement, Subscriber does not now and shall not at any time hereafter have have, and waives any and all right, titletitle and interest, interest or claim any claims of any kind in it has or to any assets held may have in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, in connection with or relating to any monies held in any way to this Agreement the Trust Account (or any other matterdistributions therefrom directly or indirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account or Public Distributions as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to liability. To the extent related to the Subscriber commences any action or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or proceeding based upon, in the future connection with, as a result of, of or arising out of, this Agreement Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, the Subscriber hereby acknowledges and will agrees that the Subscriber’s sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not seek recourse permit the Subscriber (or any person claiming on his behalf or in lieu of any of it) to have any claim against the Trust Account with respect (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 6 to the Released Claims. For contrary, nothing herein shall (x) serve to limit or prohibit the Subscriber’s right to pursue a claim against Company for legal relief against assets held outside the Trust Account, (y) serve to limit or prohibit any claims that the Subscriber may have in the future against Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to the Company (excluding, for the avoidance of doubt, funds released to redeeming stockholders of the Company) and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Class C Common Stock acquired by any means other than pursuant to this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) Subscription Agreement, including to any redemption right with respect to any such securities of the Non-Backstop Investor SharesCompany. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Account Waiver. The Backstop Investor Subscriber acknowledges and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including overallotment shares acquired by the underwriters Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the final prospectus dated September 30, 2020 relating to the Company’s initial public offering, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus, the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within 24 months after the closing of the IPO), which is subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise and income tax obligations and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Backstop Investor Subscriber hereby agrees (on its own behalf and on behalf of its related parties) that it that, notwithstanding anything to the contrary in this Subscription Agreement, the Subscriber does not now and now, or shall not at any time hereafter hereafter, have any right, title, interest or claim of any kind in or to any assets held monies in the Trust AccountAccount or distributions therefrom, and it nor shall not the Subscriber make any claim against the Trust Account, regardless of whether such claim arises as a result ofAccount (including any distributions therefrom), in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”); providedprovided however, that nothing in this Section 8 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the Released Claims shall Company for legal relief against assets held outside the Trust Account (so long as such claim would not include affect the Company’s ability to fulfill its obligation to effectuate any rights or claims redemption right with respect to any securities of the Backstop Investor Company), for specific performance or other equitable relief, (ii) serve to limit or prohibit any claims that the Subscriber may have in the future against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of its related parties as a shareholder the Company) or (iii) be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any right to distributions from the extent related Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of any redemptions by Subscriber of any Common Stock acquired by Subscriber by any means other than pursuant to or arising from any Backstop Investor Sharesthis Subscription Agreement. The Backstop Investor Subscriber hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it the Subscriber may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement and will not seek recourse against the Trust Account with (including any distributions therefrom) for any reason whatsoever in respect to of the Released ClaimsClaims (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). For The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the avoidance of doubtCompany and its affiliates to induce the Company to enter in this Subscription Agreement, this provision shall not restrict and the Backstop Investor’s Redemption Rights (as defined in Subscriber further intends and understands such waiver to be valid, binding and enforceable against the COI) with respect to the Non-Backstop Investor SharesSubscriber under applicable law.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that that, as described in SPAC’s prospectus relating to its initial public offering (the Company “IPO”) dated September 23, 2021 available at xxx.xxx.xxx, SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) the IPO and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC, its public stockholders shareholders and certain other parties (including the underwriters of the IPO), and that, except as otherwise described in such prospectus, SPAC may disburse monies from the Trust Account only to (x) its public shareholders in the event they elect to have their shares of SPAC Common Stock redeemed for cash in connection with the consummation of SPAC’s initial business combination, an amendment to its certificate of incorporation, as amended and rested and as in effect on the date hereof (the “SPAC Charter”) to extend the deadline by which SPAC must consummate its initial business combination, or SPAC’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) SPAC after or concurrently with the consummation of its initial business combination. For and in consideration of SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and Subscriber, on behalf of itself and its related partiesaffiliates, hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises arising out or as a result of, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement, and (c) will not seek recourse against the Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to SPAC to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber (or any person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 8 shall be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the SPAC Charter, in respect of any redemptions by Subscriber in respect of shares of SPAC Common Stock. Notwithstanding anything in this Subscription Agreement to the Released Claims. For contrary, the avoidance provisions of doubt, this provision Section 8 shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Sharessurvive termination of this Subscription Agreement.

Trust Account Waiver. The Backstop Investor Subscriber acknowledges that the Company has established is a special purpose acquisition company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering filed with the Commission on October 23, 2020 and available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders and certain other parties (including the underwriters of the IPO)Company’s initial public offering. For good and valuable considerationin consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby agrees (on its own behalf irrevocably waives any and on behalf of its related parties) that it does not now and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind it has or may have in the future, in or to any assets monies held in the Trust Account, and it shall agrees not make any claim to seek recourse against the Trust Account, regardless of whether such claim arises as a result ofin each case, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement and will Subscription Agreement; provided that nothing in this Section 9 shall be deemed to limit or prohibit (i) the Subscriber’s right to pursue a claim against the Company for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (ii) any claims that the Subscriber may have in the future against the Company’s assets or funds that are not seek recourse against held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with respect any such funds) or (iii) the Subscriber’s right, title, interest or claim to the Released Claims. For Trust Account by virtue of the avoidance Subscriber’s record or beneficial ownership of doubt, Common Stock of the Company acquired by any means other than pursuant to this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesSubscription Agreement.

Trust Account Waiver. The Backstop Investor acknowledges that Reference is made to the Company has established a trust account SPAC’s final prospectus, dated as of January 19, 2022, and filed with the SEC (the “Prospectus”). The Company understands that the SPAC has established the Trust Account”) Account containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the SPAC’s public stockholders shareholders (the “Public Stockholders”) and certain other parties (including the underwriters of the IPO), and that the SPAC may only disburse monies from the Trust Account as described in the Prospectus. For and in consideration of the SPAC’s entry into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Company hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and have nor shall not it have at any time hereafter have any right, title, interest or claim of any kind in or to any assets monies in the Trust Account or distributions therefrom to (a) the Public Stockholders upon the redemption of their respective shares in the SPAC Share Redemption, and (b) the underwriters of the IPO in respect of their respective deferred underwriting commissions of funds held in the Trust Account, and in each case, as set forth in the Trust Agreement (collectively, the “Trust Distributions”), nor does it shall not have a right to make any claim against the Trust Account, regardless of whether such claim arises Account (including any Trust Distributions) arising as a result of, in connection with or relating in any way to this Agreement or any other matterAgreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”); provided. The Company, that the Released Claims shall not include any rights or claims on behalf of the Backstop Investor or any of itself, its related parties as a shareholder of controlled Affiliates, the Company to Subsidiaries and their controlled Affiliates (collectively, the extent related to or arising from any Backstop Investor Shares. The Backstop Investor “Releasing Parties”) hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it any of the Releasing Parties may have against the Trust Account (including any Trust Distributions) now or in the future as a result of, or arising out of, this Agreement and will not seek recourse against the Trust Account with respect (including any Trust Distributions) for any reason whatsoever as a result of, or arising out of, this Agreement (including for an alleged breach of this Agreement). The Company (on behalf of the Releasing Parties) agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the SPAC to induce the SPAC to enter into this Agreement. To the extent a Releasing Party commences any action or proceeding based upon, in connection with, relating to or arising out of this Agreement, which proceeding seeks, in whole or in part, monetary relief against the SPAC, the Company hereby acknowledges and agrees that its remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Releasing Party to have any claim against the Trust Account (including any Trust Distributions) or any amounts contained therein. Notwithstanding the foregoing or anything to the Released Claims. For contrary contained herein, the avoidance foregoing waiver will not limit or prohibit a Releasing Party from pursuing a claim against the SPAC or Merger Sub or any other Person (i) for legal relief against monies or other assets of doubt, the SPAC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions (including a claim for the SPAC or Merger Sub to specifically perform its obligations under this provision shall not restrict Agreement and cause the Backstop Investor’s Redemption Rights (as defined disbursement of the balance of the cash remaining in the COI) with respect Trust Account (after giving effect to the Non-Backstop Investor SharesSPAC Share Redemption and payment of any deferred underwriting commissions)) or (ii) for damages for breach of this Agreement against the SPAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and the SPAC consummates a business combination transaction with another party.

Trust Account Waiver. The Backstop Investor Each Purchaser acknowledges that the Company has established Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Issuer and one or more businesses or assets. Each Purchaser further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated October 29, 2020 available at wxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including interest accrued from time to time thereon) for the benefit of the Issuer, its public stockholders and certain other parties (including the underwriters of the IPO)Issuer’s initial public offering. For good and valuable considerationin consideration of the Issuer entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Issuer has opened a separate Controlled Account for the proceeds of the issuance of Convertible Notes which is separate from the Trust Account and each Purchaser hereby agrees (on its own behalf irrevocably waives any and on behalf of its related parties) that it does not now and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind it has or may have in the future, in or to any assets monies held in the Trust Account, and it shall agrees not make any claim to seek recourse against the Trust Account, regardless of whether such claim arises as a result ofin each case, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement and will Agreement; provided, that nothing in this Section 8 shall (i) serve to limit or prohibit the Collateral Agent’s or any Secured Party’s right to pursue a claim against the Issuer for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (ii) serve to limit or prohibit any claims that the Purchaser may have in the future against the Issuer’s assets or funds that are not seek recourse against held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with respect any such funds) or (iii) be deemed to limit a Purchaser’s right, title, interest or claim to the Released Claims. For the avoidance Trust Account by virtue of doubt, a Purchaser’s record or beneficial ownership of Common Stock acquired by any means other than pursuant to this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesAgreement.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders shareholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company, and (c) will not seek recourse against the Trust Account for any reason whatsoever; provided, however, that nothing in this Section 7 shall be deemed to limit any Subscriber’s right to distributions from the Trust Account in accordance with the Company Certificate in respect of the shares of the Company’s Common Stock acquired by any means other than pursuant to this Subscription Agreement or any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesCompany.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company, and (c) will not seek recourse against the Trust Account for any reason whatsoever; provided, however, that nothing in this Section 7 shall be deemed to limit any Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of shares of Class A Common Stock of the Company acquired by any means other than pursuant to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesSubscription Agreement.

Trust Account Waiver. Reference is made to the Prospectus. The Backstop Investor acknowledges understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders shareholders (the “Public Shareholders”) and certain other parties (including the underwriters of the IPO)) and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Shareholders if the Company fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, subject to extension as described in the Prospectus or by an amendment to its organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company’s entry into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of itself and its related parties) that it does not affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither the Investor nor any of its affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust AccountAccount or distributions therefrom, and it shall not or to make any claim against the Trust AccountAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and the Investor or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”); provided, . The Investor on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). The Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and the Investor further intends and understands such waiver to be valid, binding and enforceable against the Investor and each of its affiliates under applicable law. To the extent the Investor or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, the Investor hereby acknowledges and agrees that the Investor’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Investor or its affiliates (or any person claiming on any of their behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Investor or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the Company and its representatives, as applicable, shall be entitled to recover from the Investor and its affiliates the associated legal fees and costs in connection with any such action, in the event the Company or its representatives, as applicable, prevails in such action or proceeding. Notwithstanding the foregoing, this Section 10 shall not affect any rights of the Investor or its affiliates to receive distributions from the Trust Account in their capacities as Public Shareholders upon the redemption of their shares or the liquidation of the Company if it does not consummate a Business Combination prior to its deadline to do so. For purposes of this Subscription Agreement, “representatives” with respect to the Released Claimsany person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect Notwithstanding anything to the Non-Backstop Investor Sharescontrary contained in this Subscription Agreement, the provisions of this Section 10 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. The Backstop Investor acknowledges Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 (the “Prospectus”). Subscriber represents and warrants that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including overallotment shares acquired by the underwriters Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO), subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Backstop Investor Subscriber hereby agrees (on its own behalf and on behalf of itself and its related parties) that it does not affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust AccountAccount or distributions therefrom, and it shall not or make any claim against the Trust AccountAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any rights or claims of the Backstop Investor Released Claims that Subscriber or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with respect the Company or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Released Claims. For Company or its representatives, which proceeding seeks, in whole or in part, monetary relief against the avoidance Company or its representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of doubt, this provision the Trust Account and that such claim shall not restrict permit Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Backstop Investor’s Redemption Rights Trust Account (as defined in the COIincluding any distributions therefrom) with respect to the Non-Backstop Investor Sharesor any amounts contained therein.

Trust Account Waiver. The Backstop Investor Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that it has had access to and has read and had an adequate opportunity to review the Company publicly filed prospectus of HPX, available at wxx.xxx.xxx (the “Prospectus”) and understands that HPX has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its HPX’s public stockholders and certain other parties shareholders (including the underwriters public shareholders of the overallotment shares acquired by HPX’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Prospectus, HPX may disburse monies from the Trust Account only: (i) to the Public Shareholders with respect to redemptions by the Public Shareholders, (ii) to the Public Shareholders if HPX fails to consummate a Business Combination (as defined in the Prospectus) within twenty-four (24) months after the closing of the IPO, subject to extension by an amendment to HPX’s organizational documents, (iii) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes or (iv) to HPX after or concurrently with the consummation of a Business Combination (as defined in the Prospectus). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby agrees (on its own behalf and on behalf of itself and its related parties) that it affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates does not now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust AccountAccount or distributions therefrom, and it shall not or make any claim against the Trust Account, regardless of whether such Account (including any distributions therefrom) in connection with any claim that arises as a result of, in connection with with, or relating in any way to to, this Subscription Agreement or any other mattertransaction agreement (as defined in the Business Combination Agreement, and the “Transaction Agreement”), regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under this Subscription Agreement or any other Transaction Agreement (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”); provided, however, that the Released Claims shall be deemed not to include the right of a Subscriber to make a claim as a Public Shareholder in respect of any rights HPX shares it may hold pursuant to subclauses (i) or claims (ii) of the Backstop Investor immediately preceding sentence. Subscriber on behalf of itself and its affiliates, hereby irrevocably waives any Released Claims that Subscriber or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with respect any Released Claims (including for an alleged breach of this Subscription Agreement). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by HPX and its affiliates to induce HPX to enter into this Subscription Agreement and the other Transaction Agreements, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable Law. To the extent Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claims. For Claim, which action or proceeding seeks, in whole or in part, monetary relief against HPX or its representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and each of its affiliates’ sole remedy shall be against funds held outside of the avoidance of doubt, this provision Trust Account and that such claim shall not restrict permit Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Backstop Investor’s Redemption Rights Trust Account (as defined including any distributions therefrom) or any amounts contained therein. In the event Subscriber or any of its affiliates commences any action or proceeding against HPX, any of its affiliates or any of their respective representatives based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the COI) form of money damages or injunctive relief or otherwise, HPX and its representatives, as applicable, shall be entitled to recover from Subscriber and its affiliates the associated legal fees and costs in connection with respect to any such action, in the Non-Backstop Investor Sharesevent HPX or its representatives, as applicable, prevails in such action or proceeding.

Trust Account Waiver. The Backstop Investor In addition to the waiver of the Issuer pursuant to Section 7.03 of the Merger Agreement, and notwithstanding anything to the contrary set forth herein, each of the Issuer and Subscriber acknowledges that the Company SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering and from certain private placements (“IPO”) and certain proceeds of a private placement (including collectively, with interest accrued from time to time thereon) for , the benefit of its public stockholders and certain other parties (including the underwriters “Trust Account”). Each of the IPO). For good Issuer and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby Subscriber agrees that (on its own behalf and on behalf of its related partiesi) that it does not now and shall not at any time hereafter have any has no right, title, interest or claim of any kind in or to any assets monies held in the Trust Account, and (ii) it shall not make have no right of set-off or any right, title, interest or claim against of any kind (“Claim”) to, or to any monies in, the Trust Account, regardless in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of whether such claim arises as a result ofSubscriber’s record or beneficial ownership of securities of the SPAC, including, but not limited to, any redemption right with respect to any such securities of the SPAC. In the event any of the Issuer and Subscriber has any Claim against the SPAC under this Subscription Agreement, the Issuer and Subscriber shall pursue such Claim solely against the SPAC and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Each of the Issuer and Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the SPAC to induce the SPAC to enter into this Subscription Agreement and each of the Issuer and Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event the Issuer or Subscriber, in connection with this Subscription Agreement, commences any action or relating proceeding which seeks, in any way to this Agreement whole or any other matterin part, and regardless of whether such claim arises based on contract, tort, equity relief against the funds held in the Trust Account or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor distributions therefrom or any of its related parties the SPAC’s stockholders, whether in the form of monetary damages or injunctive relief, Issuer or Subscriber, as a shareholder of the Company applicable, shall be obligated to pay to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf SPAC all of its related parties) legal fees and costs in connection with any Released Claims that it may have against the Trust Account now or such action in the future as a result of, event that the SPAC prevails in such action or arising out of, this Agreement and will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Sharesproceeding.

Trust Account Waiver. The Backstop Investor Subscriber acknowledges that the Company has established Issuer is a blank check company with the powers and privileges to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businesses or assets. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated August 30, 2021 (the “Prospectus”), available at wxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including interest accrued from time to time thereon) for the benefit of the Issuer, its public stockholders shareholders and certain other parties (including the underwriters of the IPO)Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For good and valuable considerationin consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and Subscriber, on behalf of itself and its related parties) that it does not now affiliates, hereby irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind they have or may have in the future arising out of this Subscription Agreement, in or to any assets monies held in the Trust Account, and it shall agrees not make any claim to seek recourse against the Trust Account, regardless of whether such claim arises Account as a result of, in connection with or relating in any way to arising out of, this Agreement Subscription Agreement, the transactions contemplated hereby, or any other matterthe Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”)liability; provided, however, that nothing in this Section 8 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the Released Claims shall not include Issuer for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (ii) serve to limit or prohibit any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it Subscriber may have in the future against the Issuer’s assets or funds that are not held in the Trust Account now or in the future as a result of, or arising out of, this Agreement and will not seek recourse against (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or (iii) be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of CHW Ordinary Shares acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesIssuer.

Trust Account Waiver. The Backstop Investor In addition to the waiver of Newco pursuant to Section 8.17 of the Business Combination Agreement, and notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that the Company FEAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering and from certain private placements (“IPO”) and certain proceeds of a private placement (including collectively, with interest accrued from time to time thereon) for , the benefit of its public stockholders and certain other parties (including the underwriters of the IPO“Trust Account”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees Subscriber acknowledges that (on its own behalf and on behalf of its related partiesi) that it does not now and shall not at any time hereafter have any has no right, title, interest or claim of any kind in or to any assets monies held in the Trust Account, and (ii) it shall not make have no right of set-off or any right, title, interest or claim against of any kind (“Claim”) to, or to any monies in, the Trust Account, regardless in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall (x) serve to limit or prohibit Subscriber’s right to pursue a claim against FEAC for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that Subscriber may have in the future against FEAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of whether such claim arises as a result ofSubscriber’s record or beneficial ownership of securities of FEAC, including, but not limited to, any redemption right with respect to any such securities of FEAC. In the event Subscriber has any Claim against FEAC under this Subscription Agreement, Subscriber shall pursue such Claim solely against FEAC and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by FEAC to induce FEAC to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. Notwithstanding the foregoing, in no event shall the terms of this Section 8 apply to any money or other assets held outside the Trust Account. In the event Subscriber, in connection with this Subscription Agreement, commences any action which seeks, in whole or relating in any way to this Agreement part, relief against the funds held in the Trust Account or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor distributions therefrom or any of its related parties as a shareholder of the Company to the extent related to FEAC’s or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or Newco’s shareholders, whether in the future as a result ofform of monetary damages or injunctive relief, or arising out of, this Agreement Subscriber shall be obligated to pay to FEAC and will not seek recourse against the Trust Account Newco all of their legal fees and costs in connection with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined any such action in the COI) with respect to the Non-Backstop Investor Sharesevent that FEAC and Newco prevail in such action.

Trust Account Waiver. The Backstop Investor acknowledges Subscriber hereby represents and warrants that it has read the SEC Reports, including the final prospectus of the Company, dated as of December 17, 2020 and filed with the Commission (File Nos. 333-251037 and 333-251451), and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including overallotment shares acquired by the underwriters of Company’s underwriters, the IPO“Public Stockholders”). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Backstop Investor Subscriber hereby agrees (on its own behalf and on behalf of its related parties) that it notwithstanding anything to the contrary contained in this Subscription Agreement, the Subscriber does not now and shall not at any time hereafter have have, and waives any and all right, titletitle and interest, interest or claim any claims of any kind in it has or to any assets held may have in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Company Shares, in connection with or relating to any monies held in any way to this Agreement the Trust Account (or any other matterdistributions therefrom directly or indirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account or Public Distributions as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Company Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to liability. To the extent related to the Subscriber commences any action or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or proceeding based upon, in the future connection with, as a result of, of or arising out of, this Agreement Subscription Agreement, the transactions contemplated hereby or the Company Shares, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, the Subscriber hereby acknowledges and will agrees that the Subscriber’s sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not seek recourse permit the Subscriber (or any person claiming on its behalf or in lieu of any of it) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 9 to the contrary, nothing herein shall be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesCompany.

Trust Account Waiver. The Backstop Investor Subscriber acknowledges that the Company Issuer has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering and from certain private placements (“IPO”) and certain proceeds of a private placement (including collectively, with interest accrued from time to time thereon) for , the benefit of its public stockholders and certain other parties (including the underwriters of the IPO“Trust Account”). For and in consideration of the Issuer’s entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby Subscriber agrees that (on its own behalf and on behalf of its related partiesi) that it does not now and shall not at any time hereafter have any has no right, title, interest interest, or claim of any kind in or to any assets monies held in the Trust Account, and (ii) it shall not make have no right of set-off or any right, title, interest, or claim against of any kind (“Claim”) to, or to any monies in, the Trust Account, regardless in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of whether such claim arises as a result ofSubscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding, and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or relating proceeding which seeks, in any way to this Agreement whole or any other matterin part, and regardless of whether such claim arises based on contract, tort, equity relief against the funds held in the Trust Account or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor distributions therefrom or any of its related parties as a shareholder the Issuer’s stockholders, whether in the form of the Company monetary damages or injunctive relief, Subscriber shall be obligated to pay to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf Issuer all of its related parties) legal fees and costs in connection with any Released Claims that it may have against the Trust Account now or such action in the future as a result of, event that the Issuer prevails in such action or arising out of, this Agreement and will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Sharesproceeding.

Trust Account Waiver. The Backstop Investor Company acknowledges that Tuatara is a blank check company with the powers and privileges to effect a Business Combination. The Company has established a trust account further acknowledges that, as described in the prospectus dated February 4, 2021 (the “Trust AccountProspectus”) containing ), substantially all of Tuatara’s assets consist of the cash proceeds of its Tuatara’s initial public offering (“IPO”) and certain private placements of its securities and substantially all of those proceeds of a private placement (including interest accrued from time to time thereon) have been deposited in the Trust Account for the benefit of Tuatara, certain of its public stockholders shareholders and certain other parties (including the underwriters of Tuatara’s initial public offering. The Company acknowledges that it has been advised by Tuatara that, except with respect to interest earned on the IPO)funds held in the Trust Account that may be released to Tuatara to pay its income and franchise Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if Tuatara completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (b) if Tuatara fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement and the Tuatara Governing Document, to Tuatara to permit Tuatara to pay the costs and expenses of its dissolution, and then to Tuatara’s public shareholders. For good and valuable considerationin consideration of Tuatara entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Company hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any assets held monies in the Trust Account, Account and it shall agree not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have seek recourse against the Trust Account now or in the future any funds distributed therefrom as a result of, or arising out of, this Agreement and will any negotiations, contracts or agreements with Tuatara or any other Person; provided, however, that nothing in this Section 7.04 shall amend, limit, alter, change, supersede or otherwise modify the right of the Company to (i) bring any action or actions for specific performance, injunctive and/or other equitable relief or (ii) bring or seek a claim for Damages against Tuatara, or any of its successors or assigns, for any breach of this Agreement (but such claim shall not seek recourse be against the Trust Account or any funds distributed from the Trust Account to holders of Tuatara Ordinary Shares in accordance with respect to the Released Claims. For Tuatara Governing Document and the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesTrust Agreement).

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company Ajax has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its Ajax’s public stockholders shareholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim that arises as a result of, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement, and (c) will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance of doubtas a result of, or arising out of, this provision Subscription Agreement; provided, however, that nothing in this Section 8 shall not restrict be deemed to limit any Subscriber’s right to distributions from the Backstop InvestorTrust Account in accordance with Ajax’s Redemption Rights (as defined amended and restated memorandum and articles of association in the COI) with respect of Class A ordinary shares of Ajax acquired by any means other than pursuant to the Non-Backstop Investor Sharesthis Subscription Agreement.

Trust Account Waiver. The Backstop Investor acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including interest accrued from time to time thereon) for the benefit of its public stockholders shareholders and certain other parties (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement and will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Shares.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company, and (c) will not seek recourse against the Trust Account for any reason whatsoever; provided, however, that nothing in this Section 8 shall be deemed to limit any Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of shares of Class A Common Stock of the Company acquired by any means other than pursuant to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesSubscription Agreement.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company, and (c) will not seek recourse against the Trust Account for any reason whatsoever; provided, however, that nothing in this Section 8 shall be deemed to limit any Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of shares of Class A common stock of the Company acquired by any means other than pursuant to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesSubscription Agreement.

Trust Account Waiver. The Backstop Investor Each Company Shareholder acknowledges that PAQC is a blank check company with the powers and privileges to effect a Business Combination. Each Company has established a trust account Shareholder further acknowledges that, as described in the prospectus dated January 7, 2021 (the “Trust AccountProspectus”) containing ), substantially all of PAQC’s assets consist of the cash proceeds of PAQC’s initial public offering and concurrent private placements of its securities and substantially all of the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including interest accrued from time to time thereon) the foregoing transactions have been deposited in the Trust Account for the benefit of PAQC, its public stockholders shareholders and certain other parties (including the underwriters of PAQC’s initial public offering. Each Company Shareholder acknowledges that, except with respect to interest earned on the IPO)funds held in the Trust Account that may be released to PAQC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For good and valuable considerationin consideration of PAQC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor each Company Shareholder hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to any assets held monies in the Trust Account, Account and it shall agrees not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have seek recourse against the Trust Account now or in the future any funds distributed therefrom as a result of, or arising out of, this Agreement and will any negotiations, contracts or agreements with PAQC or any other Person; provided, however, that nothing in this ‎Section 5.03 shall amend, limit, alter, change, supersede or otherwise modify the right of such Company Shareholder to (a) bring any action or actions for specific performance, injunctive and/or other equitable relief or (b) bring or seek a claim for Damages against PAQC, or any of its successors or assigns, for any breach of this Agreement, provided that such action(s) or claim pursuant to clauses (a) or (b) shall not seek recourse be against the Trust Account or any funds distributed from the Trust Account to holders of PAQC Ordinary Shares or other Persons in accordance with respect to the Released Claims. For PAQC Governing Document and the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesTrust Agreement.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that that, as described in the Company’s prospectus relating to its initial public offering (the “IPO”) dated May 20, 2021 available at xxx.xxx.xxx, the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) IPO and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets monies held in the Trust AccountAccount or any distributions or payments therefrom, or upon the release to the Company of the funds held in the Trust Account upon consummation of the Closing and it shall not make any claim against the Trust Account, regardless of whether such claim arises arising out or as a result of, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement, and (c) will not seek recourse against the Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement; provided, however, that nothing in this Section 7 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company for legal relief against assets, monies or other properties of the Company held outside the Trust Account (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Released Claims. For Company), for specific performance or other equitable relief, (ii) serve to limit or prohibit any claims that the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined Subscriber may have in the COIfuture against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Non-Backstop Investor SharesCompany) or (iii) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any redemptions by Subscriber in respect of Common Stock acquired by any means other than pursuant to this Subscription Agreement or any other rights held as an stockholder of the Company.

Trust Account Waiver. The Backstop Investor Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that it has read the Company Investment Management Trust Agreement, dated as of July 21, 2020, by and between the Issuer and Continental Stock Transfer & Trust Company, a New York corporation, and understands that the Issuer has established a the trust account described therein (the “Trust Account”) containing for the benefit of the Issuer’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges and agrees that the Issuer’s sole assets consist of the cash proceeds of its the Issuer’s initial public offering (“IPO”) and certain private placements of its securities, and that substantially all of these proceeds of a private placement (including interest accrued from time to time thereon) have been deposited in the Trust Account for the benefit of its public stockholders and certain other parties stockholders. Accordingly, Subscriber (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of itself and its related partiesaffiliates) that it does not now and shall not at hereby waives any time hereafter have any rightpast, title, interest present or future claim of any kind in or arising out of this Subscription Agreement against, and any right to any assets held in access, the Trust Account, and it shall not make any claim against trustee of the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in Account and the Issuer to collect from the Trust Account any way monies that may be owed to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as them by the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor Issuer or any of its related parties as a shareholder of the Company to the extent related to or arising from affiliates for any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result ofreason whatsoever, or arising out of, this Agreement and will not seek recourse against the Trust Account at any time for any reason whatsoever arising out of this Subscription Agreement, including, without limitation, for any knowing and intentional material breach by any of the parties to this Subscription Agreement of any of its representations or warranties as set forth in this Subscription Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Subscription Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement; provided, however, that nothing in this Section 7 (x) shall serve to limit or prohibit the Subscriber’s right to pursue a claim against Issuer for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (y) shall serve to limit or prohibit any claims that the Subscriber may have in the future against Subscribers’ assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or (z) shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of the Released ClaimsIssuer. For This Section 7 shall survive the avoidance termination of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesSubscription Agreement for any reason.

Trust Account Waiver. The Backstop Investor Notwithstanding anything to the contrary set forth herein, the Subscriber acknowledges that the Company SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering and from certain private placements (“IPO”) and certain proceeds of a private placement (including collectively, with interest accrued from time to time thereon) for , the benefit of its public stockholders and certain other parties (including the underwriters of the IPO“Trust Account”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby The Subscriber agrees that (on its own behalf and on behalf of its related partiesi) that it does not now and shall not at any time hereafter have any has no right, title, interest or claim of any kind in or to any assets monies held in the Trust Account, and (ii) it shall not make have no right of set-off or any right, title, interest or claim against of any kind (“Claim”) to, or to any monies in, the Trust Account, regardless in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of whether such claim arises as a result ofSubscriber’s record or beneficial ownership of securities of the SPAC, including, but not limited to, any redemption right with respect to any such securities of the SPAC. In the event any of the Issuer and Subscriber has any Claim against the SPAC under this Subscription Agreement, the Issuer and Subscriber shall pursue such Claim solely against the SPAC and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Each of the Issuer and Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the SPAC to induce the SPAC to enter into this Subscription Agreement and the Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event the Subscriber, in connection with this Subscription Agreement, commences any action or relating proceeding which seeks, in any way to this Agreement whole or any other matterin part, and regardless of whether such claim arises based on contract, tort, equity relief against the funds held in the Trust Account or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor distributions therefrom or any of its related parties the SPAC’s stockholders, whether in the form of monetary damages or injunctive relief, Issuer or Subscriber, as a shareholder of the Company applicable, shall be obligated to pay to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf SPAC all of its related parties) legal fees and costs in connection with any Released Claims that it may have against the Trust Account now or such action in the future as a result of, event that the SPAC prevails in such action or arising out of, this Agreement and will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Sharesproceeding.

Trust Account Waiver. The Backstop Investor acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including interest accrued from time to time thereon) for the benefit of its public stockholders shareholders and certain other parties (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, or distributions to public shareholders therefrom, and it shall not make any claim against the Trust Account, or distributions to public shareholders therefrom, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account Account, or distributions to public shareholders therefrom, now or in the future as a result of, or arising out of, this Agreement and will not seek recourse against the Trust Account Account, or distributions to public shareholders therefrom, with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) redemption rights with respect to the Non-Backstop Investor Shares.

Trust Account Waiver. The Backstop Investor hereby acknowledges that the Company FSD has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its FSD’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of FSD entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any discussions, contracts or agreements with FSD and will not seek recourse against the Trust Account for any reason whatsoever; provided, however, that nothing in this Section 9 shall be deemed to limit the Investor’s right to distributions from the Trust Account in accordance with FSD’s certificate of incorporation in respect of any redemptions by the Investor in respect of Shares acquired by any means other than pursuant to this Subscription Agreement. Nothing in this Section 9 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Shares currently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to the Released Claims. For the avoidance of doubtany such Shares, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect except to the Non-Backstop extent that the Investor Shareshas otherwise agreed with FSD to not exercise such redemption right.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders shareholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (i) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (ii) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company, and (iii) will not seek recourse against the Trust Account for any reason whatsoever; provided however, that nothing in this Section 8 shall be deemed to limit any Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Common Stock of the Company acquired by any means other than pursuant to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesSubscription Agreement.

Trust Account Waiver. The Backstop Investor Subscriber acknowledges that the Company has established Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Issuer and one or more businesses or assets. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated October 31, 2019 (the “Prospectus”), substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing for the proceeds benefit of the Issuer, its public stockholders and the underwriters of its initial public offering (“IPO”) and certain proceeds of a private placement (including offering. Except with respect to interest accrued from time earned on the funds held in the Trust Account that may be released to time thereon) the Issuer to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the benefit of its public stockholders purposes set forth in the Prospectus. For and certain other parties (including the underwriters in consideration of the IPO). For good and valuable considerationIssuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and Subscriber, on behalf of itself and its related parties) that it does not now affiliates and shall not at representatives, hereby irrevocably waives any time hereafter have any and all right, titletitle and interest, interest or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any assets monies held in the Trust Account, and it shall agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account, regardless of whether such claim arises Account as a result of, in connection with or relating in any way to arising out of, this Agreement Subscription Agreement, the transactions contemplated hereby or any other matterthe Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any liability. Subscriber acknowledges and all such claims are collectively referred to hereafter as the “Released Claims”); provided, agrees that the Released Claims it shall not include have any redemption rights or claims with respect to the Acquired Shares pursuant to the Issuer’s certificate of incorporation in connection with the Backstop Investor Transactions or any other business combination, any subsequent liquidation of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future Issuer or otherwise. In the event Subscriber has any claim against the Issuer as a result of, or arising out of, this Agreement Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely against the Issuer and will its assets outside the Trust Account and not seek recourse against the Trust Account with respect or any monies or other assets in the Trust Account; provided, that nothing in this Section 7 shall be deemed to limit Subscriber’s right, title, interest or claim to the Released Claims. For the avoidance Trust Account by virtue of doubt, Subscriber’s record or beneficial ownership of Class A Shares acquired by any means other than pursuant to this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesSubscription Agreement.

Trust Account Waiver. The Backstop Investor Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that it has read the Company publicly filed prospectus of Altimeter, including the form of investment management trust agreement, by and between Altimeter and Continental Stock Transfer & Trust Company, a New York corporation, and understands that Altimeter has established a the trust account described therein (the “Trust Account”) containing for the benefit of Altimeter’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges and agrees that Altimeter’s sole assets consist of the cash proceeds of its Altimeter’s initial public offering (“IPO”) and certain private placements of its securities, and that substantially all of these proceeds of a private placement (including interest accrued from time to time thereon) have been deposited in the Trust Account for the benefit of its public stockholders and certain other parties (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any Subscriber has no right, title, title or interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account and the monies that may now or in the future as a result ofbe deposited therein. Accordingly, Subscriber (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out ofof this Subscription Agreement against, this Agreement and any right to access, the Trust Account, any trustee of the Trust Account and Altimeter to collect from the Trust Account any monies that may be owed to them by Altimeter or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever, including, without limitation, for any knowing and intentional material breach by any of the parties to this Subscription Agreement of any of its representations or warranties as set forth in this Subscription Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Subscription Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with respect the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement. This Section 5 shall survive the Released Claims. For the avoidance termination of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesSubscription Agreement for any reason.

Trust Account Waiver. The Backstop Investor Subscriber acknowledges that the Company has established is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. Subscriber further acknowledges that, as described in the Prospectus available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of Company’s initial public offering (including overallotment securities sold by the Company’s underwriter thereafter) and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including interest accrued from time to time thereon) for the benefit of Company, its public stockholders shareholders and certain other parties (including the underwriters of Company’s initial public offering. Except with respect to interest earned on the IPO)funds held in the Trust Account that may be released to Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For good and valuable considerationin consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and Subscriber, on behalf of itself and its related parties) that it does not now representatives, hereby irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind they now have or may have in the future, in or to any assets monies held in the Trust AccountAccount or distributions therefrom to the Company’s public stockholders, and it shall agrees not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have seek recourse against the Trust Account now or for any claims in the future connection with, as a result of, or arising out of, this Subscription Agreement and will not seek recourse or the transactions contemplated hereby; provided, however, that nothing in this Section 9 (x) shall serve to limit or prohibit Subscriber’s right to pursue a claim against Company for legal relief against assets held outside the Trust Account (other than distributions to the Company’s public stockholders), for specific performance or other equitable relief, (y) shall serve to limit or prohibit any claims that Subscriber may have in the future against Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account (other than distributions to the Company’s public stockholders) and any assets that have been purchased or acquired with any such funds) or (z) shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesCompany.

Trust Account Waiver. The Backstop Investor Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that the Company Issuer has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering and from certain private placements (“IPO”) and certain proceeds of a private placement (including collectively, with interest accrued from time to time thereon) for , the benefit of its public stockholders and certain other parties (including the underwriters of the IPO“Trust Account”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby Subscriber agrees that (on its own behalf and on behalf of its related partiesi) that it does not now and shall not at any time hereafter have any has no right, title, interest or claim of any kind in or to any assets monies held in the Trust Account, and (ii) it shall not make have no right of set-off or any right, title, interest or claim against of any kind (“Claim”) to, or to any monies in, the Trust Account, regardless of whether such claim arises as a result ofin each case, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 (x) shall serve to limit or prohibit the Subscriber’s right to pursue a claim against Issuer for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (y) shall serve to limit or prohibit any claims that the Subscriber may have in the future against Issuer’s assets or funds that are not held in the Trust Account now or in the future as a result of, or arising out of, this Agreement and will not seek recourse against (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or (z) shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Released ClaimsIssuer. For In the avoidance of doubtevent Subscriber has any Claim against the Issuer under this Subscription Agreement, this provision Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and not restrict against the Backstop Investor’s Redemption Rights (as defined property or any monies in the COI) Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event Subscriber, in connection with respect this Subscription Agreement, commences any action which seeks, in whole or in part, relief against the funds held in the Trust Account or distributions therefrom or any of the Issuer’s shareholders, whether in the form of monetary damages or injunctive relief, Subscriber shall be obligated to pay to the Non-Backstop Investor SharesIssuer all of its legal fees and costs in connection with any such action in the event that the Issuer prevails in such action.

Trust Account Waiver. The Backstop Investor Subscriber acknowledges that the Company has established Issuer is a blank check company with the powers and privileges to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businesses or assets. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated August 12, 2021 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including interest accrued from time to time thereon) for the benefit of the Issuer, its public stockholders and certain other parties (including the underwriters of the IPO)Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For good and valuable considerationin consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and Subscriber, on behalf of itself and its related parties) that it does not now representatives, hereby irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind they have or may have in the future arising out of this Subscription Agreement, in or to any assets monies held in the Trust Account, and it shall agrees not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have seek recourse against the Trust Account now or in the future as a result of, or arising out of, this Agreement and will not seek recourse against Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesIssuer.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that that, as described in the Company’s prospectus relating to its initial public offering (the “IPO”) dated February 10, 2021 available at xxx.xxx.xxx, the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) IPO and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises in each case, arising out or as a result of, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement, and (c) will not seek recourse against the Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement; provided, however, that nothing in this Section 7 shall be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any redemptions by Subscriber in respect of Class A Common Stock acquired by any means other than pursuant to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesSubscription Agreement.

Trust Account Waiver. The Backstop Investor Subscriber acknowledges that it has read the Company Investment Management Trust Agreement, dated as of January 26, 2021, by and between the Issuer and Continental Stock Transfer & Trust Company, a New York corporation, and understands that the Issuer has established a the trust account described therein (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including interest accrued from time to time thereon) for the benefit of its public stockholders and certain other parties (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby Subscriber agrees that (on its own behalf and on behalf of its related partiesi) that it does not now and shall not at any time hereafter have any has no right, title, interest interest, or claim of any kind in or to any assets monies held in the Trust Account, and (ii) it shall not make have no right of set-off or any right, title, interest, or claim against of any kind (“Claim”) to, or to any monies in, the Trust Account, regardless in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of whether such claim arises as a result ofSubscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding, and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or relating proceeding which seeks, in any way to this Agreement whole or any other matterin part, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as relief against the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against funds held in the Trust Account now or distributions therefrom, whether in the future as a result ofform of monetary damages or injunctive relief, or arising out of, this Agreement and will not seek recourse against the Trust Account with respect Subscriber shall be obligated to pay to the Released Claims. For the avoidance Issuer all of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined its legal fees and costs in connection with any such action in the COI) with respect to event that the Non-Backstop Investor SharesIssuer prevails in such action or proceeding.

Trust Account Waiver. The Backstop Investor acknowledges Subscriber hereby represents and warrants that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including overallotment shares acquired by the underwriters Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus, the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within 24 months after the closing of the IPO), which is subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise and income tax obligations and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Backstop Investor Subscriber hereby agrees (on its own behalf waives any and on behalf of its related parties) that it does not now and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any assets monies held in the Trust Account, and it shall agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account, regardless of whether such claim arises Account as a result of, in connection with or relating in any way to arising out of, this Agreement Subscription Agreement, the transactions contemplated hereby or any other matterthe Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to liability. To the extent related to the Subscriber commences any action or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or proceeding based upon, in the future connection with, as a result of, or arising out of, this Agreement Subscription Agreement, the transactions contemplated hereby or the Shares, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, the Subscriber hereby acknowledges and will agrees that the Subscriber’s sole remedy shall be against funds held outside of the Trust Account and that such claim shall not seek recourse permit the Subscriber (or any person claiming on its behalf or in lieu of it) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 8 to the contrary, nothing herein shall be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesCompany.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that that, as described in the Company’s prospectus relating to its initial public offering (the “IPO”) dated May 20, 2021 available at xxx.xxx.xxx, the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) IPO and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets monies held in the Trust AccountAccount or any distributions or payments therefrom, or upon the release to the Company of the funds held in the Trust Account upon consummation of the Closing and it shall not make any claim against the Trust Account, regardless of whether such claim arises arising out or as a result of, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement, and (c) will not seek recourse against the Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement; provided, however, that nothing in this Section 7 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company for legal relief against assets, monies or other properties of the Company held outside the Trust Account (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Released Claims. For Company), for specific performance or other equitable relief, (ii) serve to limit or prohibit any claims that the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined Subscriber may have in the COIfuture against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Non-Backstop Investor SharesCompany) or (iii) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s Certificate of Incorporation in respect of any redemptions by Subscriber in respect of Common Stock acquired by any means other than pursuant to this Subscription Agreement or any other rights held as an stockholder of the Company.

Trust Account Waiver. The Backstop Investor acknowledges Parent and the Target Companies acknowledge that the Company SPAC has established a trust account (the “Trust Account”) containing Account for the benefit of its public SPAC Shareholders, which contains the proceeds of its initial public offering (“IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the initial public offering (including interest accrued from time to time thereon) for the benefit of its SPAC’s public stockholders shareholders and certain other parties (including the underwriters of the IPOinitial public offering). For and in consideration of SPAC entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Backstop Investor Parent and the Target Companies each hereby agrees (on its own behalf and on behalf of its related parties) that it does they do not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor Parent and the Target Companies each hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it they may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any discussions, contracts or agreements with SPAC, Sponsor or any of their Affiliates and will not seek recourse against the Trust Account for any reason whatsoever; provided that (a) nothing in this Agreement shall serve to limit or prohibit the Parent’s or Target’s right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with respect the consummation of the transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to redemptions by SPAC’s public shareholders) to the Released Claims. For Parent in accordance with the avoidance terms of doubt, this provision Agreement and the Trust Agreement) and (b) nothing herein shall not restrict serve to limit or prohibit any claims that the Backstop Investor’s Redemption Rights (as defined Parent or the Target Companies may have in the COI) future against SPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with respect to the Non-Backstop Investor Sharesany such funds).

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that that, as described in the Company Issuer’s prospectus relating to its initial public offering (the “IPO”) dated November 6, 2019 available at xxx.xxx.xxx, the Issuer has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement the IPO (including interest accrued from time to time thereon) for the benefit of the Issuer, its public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Issuer entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises arising out or as a result of, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement, and (c) will not seek recourse against the Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit any Subscriber’s right to distributions from the Trust Account in accordance with the Issuer’s amended and restated certificate of incorporation in respect of any redemptions by Subscriber in respect of Class A common stock acquired by any means other than pursuant to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesSubscription Agreement.

Trust Account Waiver. The Backstop Investor acknowledges Equity Subscriber and Warrant Subscriber hereby acknowledge that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the public stockholders shareholders of the Company and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Equity Subscriber and Warrant Subscriber hereby agrees (on its own behalf and on behalf i) agree that they nor any of its their related parties) that it does parties do not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust AccountAccount or distributions therefrom, and it shall not make any claim against the Trust AccountAccount (including any distributions therefrom), in each case, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby ) and (ii) irrevocably waives (on its own behalf and on behalf of its related parties) waive any Released Claims that it they nor any of their related parties may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with respect the Company or its related parties); provided, however, that nothing in this Section 9 shall serve to limit or prohibit Equity Subscriber’s and Warrant Subscriber’s right to pursue a claim against the Released Claims. For Company or for legal relief against assets held outside the avoidance Trust Account (including from and after the consummation of doubta transaction other than as contemplated by this document) or for specific performance, this provision shall injunctive or other equitable relief in connection with the consummation of the Transaction so long as such claim would not restrict affect the Backstop InvestorCompany’s Redemption Rights ability to fulfil its obligation to effectuate the Buyer Guarantor Shareholder Redemptions (as defined in the COI) Share Sale Agreement). Equity Subscriber and Warrant acknowledge and agree that such irrevocable waiver is material to this document and specifically relied upon by the Company to induce the Company to enter into this document, and such parties further intend and understand such waiver to be valid, binding and enforceable against them and their related parties under applicable law. Equity Subscriber and Warrant Subscriber agree not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares or the Warrants regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Equity Subscriber and Warrant Subscriber acknowledge and agree that they shall not have any redemption rights with respect to the Non-Backstop Investor SharesSubscribed Shares pursuant to the Company’s organizational documents in connection with the Transaction or any other business combination, any subsequent liquidation of the Trust Account, the Company or otherwise. In the event Equity Subscriber and Warrant Subscriber or any of their related parties have any claim against the Company in connection with, as a result of, relating to or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares or the Warrants, Equity Subscriber and Warrant Subscriber and their related parties (or claimant on any of their behalves or in lieu of any of them) shall pursue such claim solely against the Company and its assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (i) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (ii) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company, and (iii) will not seek recourse against the Trust Account with respect for any reason whatsoever; provided however, that nothing in this Section 7 (x) shall serve to limit or prohibit the Released Claims. For Subscriber’s right to pursue a claim against Company for legal relief against assets held outside the avoidance of doubtTrust Account, this provision for specific performance or other equitable relief, (y) shall not restrict serve to limit or prohibit any claims that the Backstop Investor’s Redemption Rights (as defined Subscriber may have in the COIfuture against Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or (z) shall be deemed to limit any Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Common Stock of the Company acquired by any means other than pursuant to the Non-Backstop Investor Sharesthis Subscription Agreement.

Trust Account Waiver. The Backstop Investor acknowledges Subscriber hereby represents and warrants that it has read the Company Prospectus and understands that Parent has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) IPO and the overallotment securities acquired by its underwriters and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its Parent’s public stockholders and certain other parties (including overallotment shares acquired by Parent’s underwriters, the underwriters “Public Stockholders”), and that, except as otherwise described in the Prospectus, Parent may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent shares in connection with the consummation of Parent’s initial business combination (as such term is used in the IPO)Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if Parent fails to consummate a Business Combination within the time limit prescribed in Parent’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or (d) to Parent after or concurrently with the consummation of a Business Combination. For and in consideration of Parent entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Backstop Investor Subscriber hereby agrees (on its own behalf and on behalf of itself and its related parties) that it does not affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither the Subscriber nor any of its affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust AccountAccount or distributions therefrom, and it shall not or make any claim against the Trust AccountAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to to, this Subscription Agreement or any proposed or actual business relationship between Parent or its Representatives, on the one hand, and the Subscriber or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”); provided, . The Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Released Claims shall not include any rights or claims of the Backstop Investor Subscriber or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with Parent or its affiliates). The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by Parent and its affiliates to induce Parent to enter into this Subscription Agreement, and the Subscriber further intends and understands such waiver to be valid, binding and enforceable against the Subscriber and each of its affiliates under applicable law. To the extent the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent or its Representatives, the Subscriber hereby acknowledges and agrees that the Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, Parent and its Representatives, as applicable, shall be entitled to recover from the Subscriber and its affiliates the associated legal fees and costs in connection with any such action in the event Parent or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding the foregoing, this Section 9 shall not affect any rights of Subscriber or its affiliates as a Public Stockholder to receive distributions from the Trust Account in its capacity as a Public Stockholder. For purposes of this Subscription Agreement, “Representatives” with respect to the Released Claimsany person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect Notwithstanding anything to the Non-Backstop Investor Sharescontrary contained in this Subscription Agreement, the provisions of this Section 9 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that that, as described in the Company’s prospectus relating to its initial public offering (the “IPO”) dated July 16, 2020 available at wxx.xxx.xxx, the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) IPO and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises arising out or as a result of, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement, and (c) will not seek recourse against the Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement; provided, however, that nothing in this Section 7 shall be deemed to limit any Subscriber’s right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any redemptions by Subscriber in respect of Common Stock acquired by any means other than pursuant to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesSubscription Agreement.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the public stockholders shareholders of the Company and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (i) agrees (on its own behalf and on behalf that it nor any of its related parties) that it parties does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust AccountAccount or distributions therefrom, and it shall not make any claim against the Trust AccountAccount (including any distributions therefrom), in each case, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the ) and (ii) irrevocably waives any Released Claims shall not include any rights or claims of the Backstop Investor that it or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its related parties); provided, however, that nothing herein shall serve to limit or prohibit (i) the Subscriber’s right to pursue a claim against the Company or for legal relief against assets held outside the Trust Account (including from and after the consummation of a transaction other than as contemplated by this document) or, for specific performance, injunctive or other equitable relief or (ii) any claims that the Subscriber may have in the future against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds). Subscriber acknowledges and agrees that such irrevocable waiver is material to this document and specifically relied upon by the Company to induce the Company to enter into this document, and such party further intends and understands such waiver to be valid, binding and enforceable against it and its related parties under applicable law. Subscriber agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Released ClaimsSubscribed Shares pursuant to the Company’s organizational documents in connection with the Transaction or any other business combination, any subsequent liquidation of the Trust Account, the Company or otherwise. For In the avoidance event Subscriber or any of doubtits related parties have any claim against the Company in connection with, as a result of, relating to or arising out of, this provision Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares, Subscriber and its related parties (or claimant on any of their behalves or in lieu of any of them) shall pursue such claim solely against the Company and its assets outside the Trust Account and not restrict against the Backstop Investor’s Redemption Rights (as defined Trust Account or any monies or other assets in the COI) with respect to the Non-Backstop Investor SharesTrust Account.

Trust Account Waiver. The Backstop Investor acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including interest accrued from time to time thereon) for the benefit of its public stockholders and certain other parties (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement and will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Non- Backstop Investor Shares.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the public stockholders shareholders of the Company and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (i) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether in each case, to the extent such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (ii) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company, and (iii) will not seek recourse against the Trust Account for any reason whatsoever; provided however, that nothing in this Section 8 shall be deemed to limit any Subscriber’s right to distributions or redemptions from the Trust Account in accordance with the Company’s amended and restated memorandum and articles of association in respect of any redemptions by Subscriber of its Class A Shares currently outstanding on the date hereof and acquired by any means other than pursuant to this Subscription Agreement. Subscriber agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby, the Subscribed Shares or the Private Placement Warrants regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Released ClaimsSubscribed Shares or the Private Placement Warrants pursuant to the Company’s organizational documents in connection with the Transaction or any other business combination, any subsequent liquidation of the Trust Account, the Company or otherwise. For In the avoidance of doubtevent Subscriber has any claim against the Company as a result of, or arising out of, this provision Subscription Agreement, the transactions contemplated hereby, the Subscribed Shares or the Private Placement Warrants, it shall pursue such claim solely against the Company and its assets outside the Trust Account and not restrict against the Backstop Investor’s Redemption Rights (as defined Trust Account or any monies or other assets in the COI) with respect to the Non-Backstop Investor SharesTrust Account.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (ii) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company, and (iii) will not seek recourse against the Trust Account for any reason whatsoever; provided, however, that nothing in this Section 7 shall be deemed to limit any Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated memorandum and articles of association in respect of Class A Ordinary Shares of the Company acquired by any means other than pursuant to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesSubscription Agreement.

Trust Account Waiver. The Backstop Investor Subscriber hereby represents and warrants that it has read the Prospectus and understands and acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including persons and entities holding overallotment shares acquired by the underwriters Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus, the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within 24 months after the closing of the IPO), which is subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise and income tax obligations and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby agrees (on its own behalf waives any and on behalf of its related parties) that it does not now and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any assets monies held in the Trust Account, and it shall agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account, regardless of whether such claim arises Account as a result of, in connection with or relating in any way to arising out of, this Agreement Subscription Agreement, the transactions contemplated hereby or any other matterthe Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to liability. To the extent related to the Subscriber commences any action, suit, claim or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or other proceeding based upon, in the future connection with, as a result of, or arising out of, this Agreement Subscription Agreement, the transactions contemplated hereby or the Shares, which action, suit, claim or other proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, the Subscriber hereby acknowledges and will agrees that the Subscriber’s sole remedy shall be against funds held outside of the Trust Account and that such claim shall not seek recourse permit the Subscriber (or any person claiming on its behalf or in lieu of it) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 8 to the contrary, nothing herein shall be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesCompany.

Trust Account Waiver. The Backstop Investor Subscriber acknowledges that the Company has established is a special purpose acquisition company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering filed with the Commission on October 23, 2020 and available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders and certain other parties (including the underwriters of the IPO)Company’s initial public offering. For good and valuable considerationin consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby agrees (on its own behalf irrevocably waives any and on behalf of its related parties) that it does not now and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind it has or may have in the future, in or to any assets monies held in the Trust Account, and it shall agrees not make any claim to seek recourse against the Trust Account, regardless of whether such claim arises as a result ofin each case, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement and will Subscription Agreement; provided that nothing in this Section 10 shall be deemed to limit or prohibit (i) the Subscriber’s right to pursue a claim against the Company for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (ii) any claims that the Subscriber may have in the future against the Company’s assets or funds that are not seek recourse against held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with respect any such funds) or (iii) the Subscriber’s right, title, interest or claim to the Released Claims. For Trust Account by virtue of the avoidance Subscriber’s record or beneficial ownership of doubt, Common Stock of the Company acquired by any means other than pursuant to this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesSubscription Agreement.

Trust Account Waiver. The Backstop Investor Fosun hereby acknowledges that the Company NFC has established a trust account (the “Trust Account”) Account containing the proceeds of its initial public offering (“IPO”) the NFC IPO and from certain proceeds of a private placement placements occurring simultaneously with the NFC IPO (including interest accrued from time to time thereon) for the benefit of its public stockholders the holders of NFC Public Shares and certain other parties (including the underwriters of the NFC IPO). For and in consideration of NFC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Fosun hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any assets held monies in the Trust Account, and it shall not make waives any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with it has or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, the transactions contemplated by this Agreement and the Ancillary Agreement and any discussions, contracts or agreements with NFC, and will not seek recourse against the Trust Account for any reason whatsoever; provided, that (a) nothing herein shall serve to limit or prohibit Fosun’s right to pursue a claim against NFC pursuant to this Agreement or any Ancillary Agreement for legal relief against monies or other assets of NFC held outside the Trust Account, for specific performance or other equitable relief in connection with respect the transactions contemplated hereby (including a claim for NFC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash in the Trust Account after giving effect to the Released Claims. For the avoidance of doubt, this provision NFC Shareholder Redemption) and (b) nothing herein shall not restrict the Backstop Investor’s Redemption Rights (as defined serve to limit or prohibit any claims that Fosun may have in the COI) with respect future pursuant to this Agreement or any Ancillary Agreement against NFC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account other than pursuant to the Non-Backstop Investor SharesNFC Shareholder Redemption and any assets that have been purchased or acquired with any such funds).

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders shareholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (i) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (ii) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company, and (iii) will not seek recourse against the Trust Account for any reason whatsoever (including for an alleged breach of this Subscription Agreement); provided however, that nothing in this Section 8 shall be deemed to limit any Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated memorandum and articles of association in respect of any redemptions by Subscriber of its public Ordinary Shares of the Company acquired by any means other than pursuant to this Subscription Agreement. Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company to induce it to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. To the extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Released Claims. For Company, which proceeding seeks, in whole or in part, monetary relief against the avoidance Company, Subscriber hereby acknowledges and agrees its sole remedy shall be against funds held outside of doubt, this provision the Trust Account and that such claim shall not restrict permit Subscriber (or any party claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Backstop Investor’s Redemption Rights Trust Account (as defined including any distributions therefrom) or any amounts contained therein. In the event Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the public shareholders, whether in the COI) form of money damages or injunctive relief, the Company shall be entitled to recover from Subscriber the associated legal fees and costs in connection with respect to any such action, if the Non-Backstop Investor SharesCompany prevails in such action or proceeding.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company that, as described in Pyrophyte’s prospectus relating to its IPO dated October 26, 2021 available at xxx.xxx.xxx, Pyrophyte has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) the IPO and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Pyrophyte, its public stockholders shareholders and certain other parties (including the underwriters of the IPO), and that, except as otherwise described in such prospectus, Pyrophyte may disburse monies from the Trust Account only to (x) its public shareholders in the event they elect to have their Pyrophyte Class A Ordinary Shares redeemed for cash in connection with the consummation of Pyrophyte’s initial business combination, an amendment to its amended and restated memorandum and articles of association to extend the deadline by which Pyrophyte must consummate its initial business combination, or Pyrophyte’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) Pyrophyte after or concurrently with the consummation of its initial business combination. For and in consideration of Pyrophyte entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and Subscriber, on behalf of itself and its related partiesaffiliates, hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises arising out or as a result of, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement, and (c) will not seek recourse against the Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement; provided, however, that nothing in this Section 9 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against Pyrophyte for legal relief against assets held outside the Trust Account (so long as such claim would not affect Pyrophyte’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of Pyrophyte), for specific performance or other equitable relief, (ii) serve to limit or prohibit any claims that the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined Subscriber may have in the COIfuture against Pyrophyte’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect Pyrophyte’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of Pyrophyte) or (iii) be deemed to limit Subscriber’s right to distributions from the Non-Backstop Investor SharesTrust Account in accordance with Pyrophyte’s amended and restated memorandum and articles of association in respect of any redemptions by Subscriber in respect of Pyrophyte Class A Ordinary Shares acquired by any means other than pursuant to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to Pyrophyte to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. Notwithstanding anything in this Subscription Agreement to the contrary, the provisions of this Section 9 shall survive termination of this Subscription Agreement.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby agrees (on its own behalf irrevocably waives any and on behalf of its related parties) that it does not now and shall not at any time hereafter have any all right, title, interest or claim of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any assets monies held in the Trust Account, and it shall agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account, regardless of whether such claim arises Account as a result of, in connection with or relating in any way to arising out of, this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”)liability; providedprovided however, that nothing in this Section 7 shall be deemed to limit any Subscriber’s right to distributions from the Released Claims shall not include any rights or claims Trust Account in accordance with the Company’s amended and restated certificate of the Backstop Investor or any incorporation in respect of its related parties as a shareholder Common Stock of the Company acquired by any means other than pursuant to this Subscription Agreement, or shall serve to limit or prohibit the extent related Subscriber’s right to pursue a claim against the Company for legal relief against assets held outside the Trust Account, for specific performance or arising from other equitable relief, or shall serve to limit or prohibit any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims claims that it the Subscriber may have in the future against Company’s assets or funds that are not held in the Trust Account now or in the future as a result of, or arising out of, this Agreement and will not seek recourse against (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Sharesany such funds).

Trust Account Waiver. The Backstop Investor acknowledges Company hereby agrees that it will (a) not commence its due diligence investigation of any operating business which the Company may seek to acquire (the “Target Business”) and (b) not execute any agreement with any vendor or entity, in each case unless and until the Company uses its reasonable best efforts to obtain an acknowledgement in writing from such Target Business, vendor or other entity with whom the Company executes agreements, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledge the same in any definitive document replacing any of the foregoing), that (i) it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including interest accrued from time to time thereon) Account for the benefit of its the public stockholders and certain other parties (including the underwriters of the IPOCompany and that the Company may disburse monies from the trust account only (x) to the public stockholders in the event they elect to convert their IPO Shares (as defined in Section 3(v). For good and valuable consideration), (y) to the public stockholders upon the liquidation of the Company if the Company fails to consummate a Business Combination or (z) to the Company after, or concurrently with, the receipt consummation of a Business Combination and sufficiency (ii) for and in consideration of which are hereby acknowledgedthe Company agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it, or for and in consideration of the Backstop Investor hereby Company agreeing to execute an agreement with such vendor or other entity, such Target Business, vendor or other entity agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability Account (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include ) and waives any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that Claim it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Sharesfor any reason whatsoever.

Trust Account Waiver. The Backstop Investor Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that it has read the Company Investment Management Trust Agreement, dated as of September 17, 2021, by and between the SPAC and Continental Stock Transfer & Trust SPAC, a New York corporation, and understands that the SPAC has established a the trust account described therein (the “Trust Account”) containing for the benefit of the SPAC’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges and agrees that the SPAC’s sole assets consist of the cash proceeds of its the SPAC’s initial public offering (“IPO”) and certain private placements of its securities, and that substantially all of these proceeds of a private placement (including interest accrued from time to time thereon) have been deposited in the Trust Account for the benefit of its public stockholders and certain other parties shareholders. Accordingly, Subscriber (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of itself and its related partiescontrolled affiliates) that it does not now and shall not at hereby waives any time hereafter have any rightpast, title, interest present or future claim of any kind in or against, and any right to any assets held in access, the Trust Account, and it shall not make any claim against trustee of the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in Account and the SPAC to collect from the Trust Account any way monies that may be owed to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as them by the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor SPAC or any of its related parties as a shareholder of the Company to the extent related to or arising from affiliates for any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result ofreason whatsoever, or arising out of, this Agreement and will not seek recourse against the Trust Account at any time for any reason whatsoever, including for any knowing and intentional material breach by any of the parties to this Subscription Agreement of any of its representations or warranties as set forth in this Subscription Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Subscription Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement; provided, however, that nothing in this Section 9 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of securities of the SPAC acquired by any means, other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of the Released ClaimsSPAC. For In the avoidance of doubtevent Subscriber has any Claim against the SPAC under this Subscription Agreement, this provision Subscriber shall pursue such Claim solely against the SPAC and its assets outside the Trust Account and not restrict against the Backstop Investor’s Redemption Rights (as defined property or any monies in the COI) with respect to Trust Account. This Section ‎9 shall survive the Non-Backstop Investor Sharestermination of this Subscription Agreement for any reason.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (i) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (ii) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company; and (iii) will not seek recourse against the Trust Account for any reason whatsoever; provided however, that nothing in this Section 8 shall be deemed to limit (x) any Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of any redemptions by Subscriber of its shares of public Common Stock of the Company acquired by any means other than pursuant to this Subscription Agreement or (y) any Subscriber’s recourse against assets held outside of the Trust Account or held by the post-Closing combined entity. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect Subscribed Shares pursuant to the Non-Backstop Investor SharesCompany’s organizational documents in connection with the Transaction or any other business combination, any subsequent liquidation of the Trust Account, the Company or otherwise.

Trust Account Waiver. The Backstop Investor Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that it has read the Company Investment Management Trust Agreement, dated as of April 7, 2021, by and between the Issuer and Continental Stock Transfer & Trust Company, a New York corporation, and understands that the Issuer has established a the trust account described therein (the “Trust Account”) containing for the benefit of the Issuer’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges and agrees that the Issuer’s sole assets consist of the cash proceeds of its the Issuer’s initial public offering (“IPO”) and certain private placements of its securities, and that substantially all of these proceeds of a private placement (including interest accrued from time to time thereon) have been deposited in the Trust Account for the benefit of its public stockholders and certain other parties shareholders. Accordingly, Subscriber (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of itself and its related partiesaffiliates) that it does not now and shall not at hereby waives any time hereafter have any rightpast, title, interest present or future claim of any kind in or arising out of this Subscription Agreement against, and any right to any assets held in access, the Trust Account, and it shall not make any claim against trustee of the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in Account and the Issuer to collect from the Trust Account any way monies that may be owed to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as them by the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor Issuer or any of its related parties as a shareholder of the Company to the extent related to or arising from affiliates for any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result ofreason whatsoever, or arising out of, this Agreement and will not seek recourse against the Trust Account at any time for any claim of any kind arising out of this Subscription Agreement, including for any knowing and intentional material breach by any of the parties to this Subscription Agreement of any of its representations or warranties as set forth in this Subscription Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Subscription Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement; provided, however, that nothing in this Section 9 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means, other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of the Released ClaimsIssuer. For In the avoidance of doubtevent Subscriber has any Claim against the Issuer under this Subscription Agreement, this provision Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and not restrict against the Backstop Investor’s Redemption Rights (as defined property or any monies in the COI) with respect to Trust Account. This Section 9 shall survive the Non-Backstop Investor Sharestermination of this Subscription Agreement for any reason.

Trust Account Waiver. The Backstop Investor Subscriber acknowledges that the Company has established is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated March 3, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders and certain other parties (including the underwriters of the IPO)Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For good and valuable considerationin consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and Subscriber, on behalf of itself and its related parties) that it does not now representatives, hereby irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind they have or may have in the future arising out of this Subscription Agreement, in or to any assets monies held in the Trust Account, and it shall agrees not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have seek recourse against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement. Subscriber acknowledges and will agrees that it shall not seek recourse have any redemption rights with respect to the Acquired Shares pursuant to the Company’s amended and restated certificate of incorporation in connection with the Transaction, any subsequent liquidation of the Trust Account or the Company or otherwise. In the event Subscriber has any claim against the Company as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely against the Company and its assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account. Notwithstanding anything else in this Section 8 to the contrary, nothing herein shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Common Stock acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Released ClaimsCompany. For This Section 8 shall survive any termination of the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesSubscription Agreement.

Trust Account Waiver. The Backstop Investor Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing , initially in the proceeds amount of its initial public offering $150,000,000 (“IPO”) and certain proceeds without giving effect to any exercise of a private placement (including interest accrued from time to time thereonthe Over-allotment Option) for the benefit of its public stockholders the Public Stockholders and certain other parties (including the underwriters that, except for a portion of the IPO). For good and valuable considerationinterest earned on the amounts held in the Trust Account, the receipt Company may disburse monies from the Trust Account only (i) to the Public Stockholders in the event they elect to redeem shares of Common Stock obtained in the Public Securities in connection with the consummation of a Business Combination, (ii) to the Public Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and sufficiency (b) for and in consideration of which are hereby acknowledgedthe Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the Backstop Investor hereby case may be, such Target Business or vendor agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust Account, Account (“Claim”) and it shall not make waives any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that Claim it may have against the Trust Account now or in the future as a result ofresult, or arising out of, this Agreement any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account with respect to the Released Claimsfor any reason whatsoever. For the avoidance of doubt, this provision The foregoing letters shall not restrict the Backstop Investor’s Redemption Rights (as defined substantially be in the COI) with respect to form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Non-Backstop Investor SharesCompany shall have received the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.

Trust Account Waiver. The Backstop Investor Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that the Company SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering and from certain private placements (“IPO”) and certain proceeds of a private placement (including collectively, with interest accrued from time to time thereon) for , the benefit of its public stockholders and certain other parties (including the underwriters of the IPO“Trust Account”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby Subscriber agrees that (on its own behalf and on behalf of its related partiesi) that it does not now and shall not at any time hereafter have any has no right, title, interest or claim of any kind in or to any assets monies held in the Trust Account, and (ii) it shall not make have no right of set-off or any right, title, interest or claim against of any kind (“Claim”) to, or to any monies in, the Trust Account, regardless in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of whether such claim arises as a result ofSubscriber’s record or beneficial ownership of securities of the SPAC, including, but not limited to, any redemption right with respect to any such securities of the SPAC. In the event any of the Subscriber has any Claim against the SPAC under this Subscription Agreement, the Subscriber shall pursue such Claim solely against the SPAC and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the SPAC to induce the SPAC to enter into this Subscription Agreement and each of the Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event the Subscriber, in connection with this Subscription Agreement, commences any action or relating proceeding which seeks, in any way to this Agreement whole or any other matterin part, and regardless of whether such claim arises based on contract, tort, equity relief against the funds held in the Trust Account or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor distributions therefrom or any of its related parties as a shareholder the SPAC’s stockholders, whether in the form of the Company monetary damages or injunctive relief, Subscriber shall be obligated to pay to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf SPAC all of its related parties) legal fees and costs in connection with any Released Claims that it may have against the Trust Account now or such action in the future as a result of, event that the SPAC prevails in such action or arising out of, this Agreement and will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Sharesproceeding.

Trust Account Waiver. The Backstop Investor Each of Seller Representative, FoA and Subscriber acknowledges that the Company Issuer has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering and from certain private placements (“IPO”) and certain proceeds of a private placement (including collectively, with interest accrued from time to time thereon) for , the benefit of its public stockholders and certain other parties (including the underwriters of the IPO“Trust Account”). For good Each of Seller Representative, FoA and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby Subscriber agrees that (on its own behalf and on behalf of its related partiesi) that it does not now and shall not at any time hereafter have any has no right, title, interest or claim of any kind in or to any assets monies held in the Trust Account, and (ii) it shall not make have no right of set-off or any right, title, interest or claim against of any kind (“Claim”) to, or to any monies in, the Trust Account, regardless in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of whether such claim arises as a result ofSubscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Issuer. In the event Seller Representative, FoA or Subscriber has any Claim against the Issuer under this Subscription Agreement, each of Seller Representative, FoA or Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Each of Seller Representative, FoA and Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and each of Seller Representative, FoA and Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event Seller Representative, FoA or Subscriber, in connection with this Subscription Agreement, commences any action or relating proceeding which seeks, in any way to this Agreement whole or any other matterin part, and regardless of whether such claim arises based on contract, tort, equity relief against the funds held in the Trust Account or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor distributions therefrom or any of its related parties the Issuer’s stockholders, whether in the form of monetary damages or injunctive relief, Seller Representative, FoA or Subscriber, as a shareholder of the Company applicable, shall be obligated to pay to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf Issuer all of its related parties) legal fees and costs in connection with any Released Claims that it may have against the Trust Account now or such action in the future as a result of, event that the Issuer prevails in such action or arising out of, this Agreement and will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Sharesproceeding.

Trust Account Waiver. Reference is made to the final prospectus of Atlas, filed with the SEC (File No. 333-249289) on October 29, 2020 (the “Prospectus”). The Backstop Investor Company acknowledges and agrees and understands that the Company Atlas has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its Atlas’ public stockholders and certain other parties (including overallotment shares acquired by Atlas’ underwriters, the underwriters of “Public Stockholders”), and Atlas may disburse monies from the IPO)Trust Account only in the express circumstances described in the Prospectus. For and in consideration of Atlas entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Backstop Investor Company hereby agrees (on its own behalf and on behalf of itself and its related parties) that it Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, neither the Company nor any of its Representatives does not now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust AccountAccount or distributions therefrom, and it shall not or make any claim against the Trust AccountAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to to, this Agreement or any proposed or actual business relationship between Atlas or any of its Representatives, on the one hand, and, the Company or any of its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (Company on its own behalf and on behalf of its related parties) Representatives, hereby irrevocably waives any Trust Account Released Claims that it or any of its Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement any negotiations, or Contracts with Atlas or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with respect to the Released ClaimsAtlas or its Affiliates). For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Shares.* * * * *

Trust Account Waiver. The Backstop Each Investor hereby acknowledges that the Company SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the SPAC’s public stockholders shareholders and certain other parties (including the underwriters of the IPO). Each Investor acknowledges that, in connection with the Transaction and as contemplated by the Transaction Agreement, it is contemplated that the agreement governing the Trust Account will be assigned from the SPAC to the Company with effect as of the consummation of the Transaction. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop each Investor hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company, and (c) will not seek recourse against the Trust Account for any reason whatsoever; provided, however, that nothing in this Section 17 shall be deemed to limit such Investor’s right to distributions from the Trust Account in accordance with the applicable terms of the SPAC’s amended and restated memorandum and articles of association in respect of any of the SPAC’s Class A ordinary shares acquired by any means other than pursuant to this Subscription Agreement or such Investor’s right, title, interest or claim to the Trust Account by virtue of such Investor’s record or beneficial ownership of securities of the SPAC acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Released ClaimsSPAC. For Each Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the avoidance of doubtCompany and its Affiliates to induce the Company to enter into this Subscription Agreement and each Investor further intends and understands such waiver to be valid, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop binding and enforceable against such Investor Sharesunder applicable Law.

Trust Account Waiver. The Backstop Investor Subscriber acknowledges that the Company Issuer has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering and from certain private placements (“IPO”) and certain proceeds of a private placement (including collectively, with interest accrued from time to time thereon) for , the benefit of its public stockholders and certain other parties (including the underwriters of the IPO“Trust Account”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby Subscriber agrees that (on its own behalf and on behalf of its related partiesi) that it does not now and shall not at any time hereafter have any has no right, title, interest or claim of any kind in or to any assets monies held in the Trust Account, and (ii) it shall not make have no right of set-off or any right, title, interest or claim against of any kind (“Claim”) to, or to any monies in, the Trust Account, regardless in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of whether such claim arises as a result ofSubscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or relating proceeding which seeks, in any way to this Agreement whole or any other matterin part, and regardless of whether such claim arises based on contract, tort, equity relief against the funds held in the Trust Account or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor distributions therefrom or any of its related parties as a shareholder the Issuer’s shareholders, whether in the form of the Company monetary damages or injunctive relief, Subscriber shall be obligated to pay to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf Issuer all of its related parties) legal fees and costs in connection with any Released Claims that it may have against the Trust Account now or such action in the future as a result of, event that the Issuer prevails in such action or arising out of, this Agreement and will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Sharesproceeding.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless in each case arising out of whether such claim arises or as a result of, in connection with or relating in any way to this Subscription Agreement or any other matterand the transactions contemplated by this Subscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, of this Subscription Agreement and the transactions contemplated by this Subscription Agreement, and (c) will not seek recourse against the Trust Account for any reason whatsoever; provided, however, that nothing in this Section 8 shall be deemed to limit any Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of shares of Class A Common Shares of the Company acquired by any means other than pursuant to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesSubscription Agreement.

Trust Account Waiver. The Backstop Investor acknowledges that Reference is made to the Company has established a trust account final prospectus of ARYA, filed with the SEC on February 25, 2021 (the “Prospectus”). Each Amber Entity acknowledges and agrees and understands that ARYA has established the Trust Account”) containing , which contains the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its ARYA’s public stockholders and certain other parties shareholders (including overallotment shares acquired by ARYA’s underwriters, the underwriters of “Public Shareholders”), and ARYA may disburse monies from the IPO)Trust Account only in the express circumstances described in the Prospectus. For and in consideration of ARYA entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Backstop Investor each Amber Entity hereby agrees (on its own behalf and on behalf of itself and its related parties) that it Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of the Amber Entities or any of their respective Representatives does not now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust AccountAccount or distributions therefrom, and it shall not or make any claim against the Trust AccountAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to to, this Agreement or any proposed or actual business relationship between ARYA or any of its Representatives, on the one hand, and, each Amber Entity or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”); provided. Each Amber Entity, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) Representatives, hereby irrevocably waives any Trust Account Released Claims that it or any of its Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement any negotiations, or Contracts with ARYA or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesARYA or its Affiliates).

Trust Account Waiver. The Backstop Investor acknowledges Subscriber hereby represents and warrants that it has had the opportunity to read the IPO Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including overallotment shares acquired by the underwriters Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the IPO)Company’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within 24 months after the closing of the IPO and is subject to further extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Backstop Investor Subscriber hereby agrees (on its own behalf and on behalf of its related parties) that it notwithstanding anything to the contrary contained in this Subscription Agreement, Subscriber does not now and shall not at any time hereafter have have, and waives any and all right, titletitle and interest, interest or claim any claims of any kind in it has or to any assets held may have in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, in connection with or relating to any monies held in any way to this Agreement the Trust Account (or any other matterdistributions therefrom directly or indirectly to Public Stockholders (“Public Distributions”), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account or Public Distributions as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to liability. To the extent related to the Subscriber commences any action or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or proceeding based upon, in the future connection with, as a result of, of or arising out of, this Agreement Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, the Subscriber hereby acknowledges and will agrees that the Subscriber’s sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not seek recourse permit the Subscriber (or any person claiming on its behalf or in lieu of any of it) to have any claim against the Trust Account with respect (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 11 to the Released Claims. For contrary, nothing herein shall (x) serve to limit or prohibit the Subscriber’s right to pursue a claim against Company for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that the Subscriber may have in the future against Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to the Company (excluding, for the avoidance of doubt, funds released to redeeming stockholders of the Company) and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Company Common Stock other than pursuant to this provision shall Subscription Agreement, including but not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) limited to any redemption right with respect to any such securities of the Non-Backstop Investor SharesCompany. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that that, as described in PNAC’s prospectus relating to its initial public offering (the Company “IPO”) dated May 16, 2022 available at xxx.xxx.xxx, PNAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) the IPO and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders and certain other parties (including the underwriters of the IPO), and that, except as otherwise described in such prospectus, the Company may disburse monies from the Trust Account only to (x) its public stockholders in the event they elect to have their shares of Common Stock redeemed for cash in connection with the consummation of PNAC’s initial business combination, an amendment to its Certificate of Incorporation of PNAC to extend the deadline by which PNAC must consummate its initial business combination, or PNAC’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) PNAC after or concurrently with the consummation of its initial business combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and Subscriber, on behalf of itself and its related partiesaffiliates, hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises arising out or as a result of, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement, and (c) will not seek recourse against the Trust Account as a result of, in connection with respect or relating in any way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Released ClaimsCompany to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. For To the avoidance extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of doubtany matter relating to the Company or its Representatives, this provision which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not restrict permit Subscriber (or any person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Backstop InvestorTrust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s Redemption Rights (as defined right to distributions from the Trust Account in the COI) accordance with PNAC’s Certificate of Incorporation in respect of any redemptions by Subscriber in respect of Common Stock acquired by any means other than pursuant to this Subscription Agreement, subject to the Non-Backstop Investor SharesForward Purchase Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, the provisions of this Section 7 shall survive termination of this Subscription Agreement.

Trust Account Waiver. The Backstop Investor Reference is made to the final prospectus of the Issuer filed with the Commission (File No. 333-234324) on November 21, 2019 (the “Prospectus”). Subscriber acknowledges and agrees that the Company Issuer has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Issuer’s public stockholders and certain other parties (including overallotment shares acquired by the underwriters Issuer’s underwriters), and the Issuer may disburse monies from the Trust Account only in the express circumstances described in the Prospectus. For and in consideration of the IPO). For Issuer entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby agrees (on its own behalf and on behalf of its related parties) that it that, notwithstanding the foregoing or anything to the contrary in this Subscription Agreement, Subscriber does not now have and shall not have at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust AccountAccount or distributions therefrom, and it shall not or make any claim claims against the Trust AccountAccount (including any distributions therefrom), regardless of whether such claim arises as to a result of, in connection with or relating in any way to to, this Subscription Agreement or any proposed or actual business relationship between the Issuer, on the one hand, and Subscriber, on the other hand, or any matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (and any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor Subscriber hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Trust Account Released Claims that it may have against the Trust Account (including distributions therefrom) now or in the future as a result of, or arising out of, this Agreement negotiations or contracts with the Issuer and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Issuer). Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer, including, but not limited to, any redemption right with respect to any such securities of the Released ClaimsIssuer. For In the avoidance of doubtevent Subscriber has any claim against the Issuer under this Subscription Agreement, this provision Subscriber shall pursue such claim solely against the Issuer and its assets outside the Trust Account and not restrict against the Backstop Investor’s Redemption Rights (as defined property or any monies in the COI) with respect to the Non-Backstop Investor SharesTrust Account.

Trust Account Waiver. The Backstop Investor acknowledges that SVAC is a blank check company with the Company powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving SVAC and one or more businesses or assets. The Investor further acknowledges that, as described in the final prospectus of SVAC, filed with the SEC (File No. 333-249067), and dated as of November 23, 2020 (the “Prospectus”), available at wxx.xxx.xxx, SVAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and certain proceeds of a private placement (including with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $232,300,000 for the benefit of its SVAC’s public stockholders (the “Public Stockholders”) and certain other parties (including the underwriters of the IPO) and that SVAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event they elect to redeem the Class A Shares in connection with the consummation of SVAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”), (ii) to the Public Stockholders if SVAC fails to consummate a Business Combination within twenty-four (24) months from the closing of the IPO, (iii) any interest earned on the amounts held in the Trust Fund necessary to pay for franchise and income taxes, or (iv) to SVAC after or concurrently with the consummation of a Business Combination. For and in consideration of SVAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust AccountFund or distributions therefrom, and it shall not or make any claim against against, the Trust AccountFund, regardless with respect to claims arising out of whether such claim arises as a result ofthis Subscription Agreement, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement and will not seek recourse against the Trust Account Fund (including any distributions therefrom) for Claims arising out of this Subscription Agreement; provided that nothing in this Section 10 (x) shall serve to limit or prohibit the Investor’s right to pursue a claim against SVAC for legal relief against assets held outside the Trust Fund, for specific performance or other equitable relief, (y) shall serve to limit or prohibit any claims that the Investor may have in the future against SVAC’s assets or funds that are not held in the Trust Fund (including any funds that have been released from the Trust Fund and any assets that have been purchased or acquired with any such funds) or (z) shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Fund by virtue of its record or beneficial ownership of Class A Shares acquired other than pursuant to this Subscription Agreement, pursuant to a validly exercised redemption right with respect to the Released Claims. For the avoidance of doubtany such Class A Shares, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect except to the Non-Backstop extent that the Investor Shareshas otherwise agreed with SVAC to not exercise such redemption right. The Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by SVAC to induce it to enter in this Subscription Agreement, and the Investor further intends and understands such waiver to be valid, binding and enforceable under applicable law.

Trust Account Waiver. The Backstop Investor Each of the SPAC Holder Parties and the Company, on behalf of themselves and each of their respective subsidiaries, and each of their respective agents, representatives and any other person or entity acting on its and their behalf (collectively, “Related Parties”), hereby acknowledges that the Company SPAC has established a trust account (the “Trust Account”) containing to hold the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (in each case, including any interest accrued from time to time thereon) for the benefit of its SPAC’s public stockholders and certain other parties (including the underwriters of the IPO)parties. For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Backstop Investor hereby agrees (on its own behalf SPAC Holder Parties, the Company and SPAC, on behalf of itself and its related parties) Related Parties, hereby agrees that it does not now and shall not at any time hereafter have not, in connection with this Agreement, seek to enforce any right, titletitle or interest in or to, interest or claim initiate any action, claim, suit or proceeding of any kind in or to any against, the assets held in the Trust AccountAccount or the trustee thereof. SPAC hereby acknowledges that any such claim that any of the SPAC Holder Parties, the Company or their Affiliates may have arising at any time prior to the consummation of the Merger is not waived or released pursuant to this paragraph but may be preserved and initiated against SPAC at any time after the consummation of the Merger, and it that nothing in this paragraph shall not make preclude any claim claims by any of the SPAC Holder Parties, the Company or any of their Related Parties against (a) SPAC seeking recourse against any assets of SPAC other than the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way (b) assets released to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising SPAC from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now upon the consummation of the Merger. This Section 3.12 shall survive any expiration or in the future as a result of, or arising out of, termination of this Agreement and will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesAgreement.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (i) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether in each case, to the extent such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (ii) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company, and (iii) will not seek recourse against the Trust Account for any reason whatsoever; provided however, that nothing in this Section 7 shall be deemed to limit any Subscriber’s right to distributions or redemptions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of any redemptions by Subscriber of its shares of public Common Stock of the Company currently outstanding on the date hereof and acquired by any means other than pursuant to this Subscription Agreement. Subscriber agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares and the Warrants regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Released ClaimsSubscribed Shares or the Warrants, as applicable, (or the Warrant Shares issuable upon exercise of the Warrants) pursuant to the Company’s organizational documents in connection with the Transaction or any other business combination, any subsequent liquidation of the Trust Account, the Company or otherwise. For In the avoidance of doubtevent Subscriber has any claim against the Company as a result of, or arising out of, this provision Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares or the Warrants, as applicable, (or the Warrant Shares issuable upon exercise of the Warrants), it shall pursue such claim solely against the Company and its assets outside the Trust Account and not restrict against the Backstop Investor’s Redemption Rights (as defined Trust Account or any monies or other assets in the COI) with respect to the Non-Backstop Investor SharesTrust Account.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that that, as described in the Company’s prospectus relating to its initial public offering (the “IPO”) dated June 25, 2020 available at xxx.xxx.xxx, the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) the IPO and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders shareholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises arising out or as a result of, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement, and (c) will not seek recourse against the Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement; provided, however, that nothing in this Section 7 shall be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any redemptions by Subscriber in respect of Class A Ordinary Shares acquired by any means other than pursuant to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesSubscription Agreement.

Trust Account Waiver. The Backstop Investor Subscriber acknowledges and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including overallotment shares acquired by the underwriters Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the final prospectus dated January 26, 2021, relating to the Company’s initial public offering, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus, the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within 24 months after the closing of the IPO), which is subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise and income tax obligations and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Backstop Investor Subscriber hereby agrees (on its own behalf and on behalf of its related parties) that it that, notwithstanding anything to the contrary in this Subscription Agreement, the Subscriber does not now and now, or shall not at any time hereafter hereafter, have any right, title, interest or claim of any kind in or to any assets held monies in the Trust AccountAccount or distributions therefrom, and it nor shall not the Subscriber make any claim against the Trust AccountAccount (including any distributions therefrom), regardless of whether such claim arises as a result ofin each case, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”); providedprovided however, that nothing in this Section 8 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the Released Claims shall Company for legal relief against assets held outside the Trust Account (so long as such claim would not include affect the Company’s ability to fulfill its obligation to effectuate any rights or claims redemption right with respect to any securities of the Backstop Investor Company), for specific performance or other equitable relief, (ii) serve to limit or prohibit any claims that the Subscriber may have in the future against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of its related parties as a shareholder the Company) or (iii) be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock or other equity interests of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any right to distributions from the extent related Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of any redemptions by Subscriber of any Common Stock acquired by Subscriber by any means other than pursuant to or arising from any Backstop Investor Sharesthis Subscription Agreement. The Backstop Investor Subscriber hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it the Subscriber may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement and will not seek recourse against the Trust Account with (including any distributions therefrom) for any reason whatsoever in respect to of the Released ClaimsClaims (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). For The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the avoidance Company and its affiliates to induce the Company to enter in this Subscription Agreement, and the Subscriber further intends and understands such waiver to be valid, binding and enforceable against the Subscriber under applicable law, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of doubtcreditors generally, this provision shall not restrict the Backstop Investor’s Redemption Rights and (as defined in the COIii) with respect to the Non-Backstop Investor Sharesprinciples of equity, whether considered at law or equity.

Trust Account Waiver. The Backstop Investor hereby acknowledges that the Company Alpha has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its Alpha’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of Alpha entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any discussions, contracts or agreements with Alpha and will not seek recourse against the Trust Account with respect for any reason whatsoever; provided, however, that nothing in this Section 9 of this Subscription Agreement shall be deemed to limit the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined right to distributions from the Trust Account in accordance with Alpha’s certificate of incorporation in respect of any redemptions by the COI) with Investor in respect of Shares acquired by any means other than pursuant to the Non-Backstop Investor Sharesthis Subscription Agreement.

Trust Account Waiver. The Backstop Investor Subscriber acknowledges that the Company has established is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. Subscriber further acknowledges that, as described in the final prospectus of the Company, dated as of December 16, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Company’s assets consist of the cash proceeds of Company’s initial public offering (including overallotment securities sold by the Company’s underwriter thereafter) and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including interest accrued from time to time thereon) for the benefit of Company, its public stockholders and certain other parties (including the underwriters of Company’s initial public offering. Except with respect to interest earned on the IPO)funds held in the Trust Account that may be released to Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For good and valuable considerationin consideration of the Company entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and Subscriber, on behalf of itself and its related parties) that it does not now representatives, hereby irrevocably waives any and shall not at any time hereafter have any all right, titletitle and interest, interest or any claim of any kind they now have or may have in the future, in or to any assets monies held in the Trust AccountAccount or distributions therefrom to the Company’s public stockholders, and it shall agrees not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have seek recourse against the Trust Account now or for any claims in the future connection with, as a result of, or arising out of, this Agreement and will not seek recourse or the transactions contemplated hereby; provided, however, that nothing in this Section 7.15 (x) shall serve to limit or prohibit Subscriber’s right to pursue a claim against Company for legal relief against assets held outside the Trust Account (other than distributions to the Company’s public stockholders), for specific performance or other equitable relief, (y) shall serve to limit or prohibit any claims that Subscriber may have in the future against Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account (other than distributions to the Company’s public stockholders) and any assets that have been purchased or acquired with any such funds) or (z) shall be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this Agreement, including but not limited to any redemption right with respect to any such securities of the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesCompany.

Trust Account Waiver. The Backstop Investor Reference is made to the final prospectus of Parent, filed with the SEC (File No. 333-260232) on November 4, 2021 (the “Prospectus”). Each Company Party acknowledges and agrees and understands that the Company Pxxxxx has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its Parent’s public stockholders and certain other parties (including overallotment shares acquired by Parent’s underwriters, the underwriters of “Public Stockholders”), and Parent may disburse monies from the IPO)Trust Account only in the express circumstances described in the Prospectus. For and in consideration of Parent entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Backstop Investor each Company Party hereby agrees (on its own behalf and on behalf of itself and its related parties) that it Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of the Company Parties nor any of its Representatives does not now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust AccountAccount or distributions therefrom, and it shall not or make any claim against the Trust AccountAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to to, this Agreement or any proposed or actual business relationship between Parent or any of its Representatives, on the one hand, and, the Company Parties or any of its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”); provided. Each Company Party, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) respective Representatives, hereby irrevocably waives any Trust Account Released Claims that it or any of its respective Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement any negotiations, or Contracts with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesParent or its Affiliates).

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that that, as described in the Company’s prospectus relating to its initial public offering (the “IPO”) dated June 25, 2020 available at xxx.xxx.xxx, the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) IPO and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises arising out or as a result of, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement, and (c) will not seek recourse against the Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement; provided, however, that nothing in this Section 7 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company for legal relief against assets held outside the Trust Account (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Released Claims. For Company), for specific performance or other equitable relief, (ii) serve to limit or prohibit any claims that the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined Subscriber may have in the COIfuture against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Non-Backstop Investor SharesCompany) or (iii) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any redemptions by Subscriber in respect of Class A Common Stock acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Reference is made to the final prospectus of the Company, filed with the SEC (File No. 333-232688) (the “Prospectus”), and dated as of August 8, 2019. The Backstop Investor acknowledges Company shall provide the undersigned with a copy of the Prospectus upon request and the undersigned hereby represents and warrants that it understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders and certain other parties (including overallotment shares acquired by the underwriters Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of the deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO), (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any franchise or income taxes or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and undersigned, on behalf of itself and its related partiescontrolling persons acting on its behalf, hereby agrees that, notwithstanding anything to the contrary in this Subscription Agreement, (i) that it does and its controlling persons acting on its behalf do not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust AccountAccount (including distributions directly or indirectly to public stockholders therefrom (“Public Distributions”)) arising from, and as a result of or in connection with this Subscription Agreement, any ancillary documents entered in connection herewith, the transactions contemplated hereby or thereby, or any discussions in connection therewith, (ii) agrees that it shall not make any claim against the Trust AccountAccount (including Public Distributions) arising from, regardless of whether such claim arises as a result of, of or in connection with this Subscription Agreement, any ancillary documents entered in connection herewith, the transactions contemplated hereby or relating in any way to this Agreement thereby, or any other matterdiscussions in connection therewith, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”); provided, that the Released Claims (iii) it and its controlling persons acting on its behalf shall not include make any rights or claims of claim against the Backstop Investor or Trust Account (including Public Distributions) for any of Released Claims, (iv) it and its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor controlling persons acting on its behalf hereby irrevocably waives (on its own behalf and on behalf of its related parties) waive any Released Claims that it or its controlling persons acting on its behalf may have against the Trust Account (including any Public Distributions) now or in the future as a result offuture, or arising out of, this Agreement (v) it and its controlling persons acting on its behalf will not seek recourse against the Trust Account with (including Public Distributions) in respect to the of any Released Claims, and (vi) such irrevocable waiver set forth herein is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter in this Subscription Agreement, and the undersigned further intends and understands such waiver to be valid, binding and enforceable under applicable law against the undersigned and each of its controlling persons acting on its behalf, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. For the avoidance of doubt, this provision shall the parties acknowledge that the undersigned and its controlling persons acting on its behalf are not restrict releasing or waiving any rights that they may have as Public Stockholders to receive funds from the Backstop Investor’s Redemption Rights (Trust Account in their capacity as defined Public Stockholders upon the redemption of their shares of the Company or the liquidation of the Company, as described in the COI) with respect Prospectus or any other right, title, interest or claim to the Non-Backstop Investor SharesTrust Account by virtue of undersigned’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this Subscription Agreement. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 8 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that that, as described in the Company’s prospectus relating to its initial public offering (the “IPO”) dated March 4, 2021 available at xxx.xxx.xxx, the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) the IPO and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises arising out or as a result of, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement, and (c) will not seek recourse against the Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement; provided, however, that nothing in this Section 7 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company for legal relief against assets held outside the Trust Account (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Released Claims. For the avoidance of doubtCompany), this provision shall not restrict the Backstop Investor’s Redemption Rights for specific performance or other equitable relief, (as defined ii) serve to limit or prohibit any claims that Subscriber may have in the COIfuture against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Non-Backstop Investor SharesCompany) or (iii) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any redemptions by Subscriber in respect of Class A Common Stock acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Reference is made to the final prospectus of FLAC, filed with the SEC (File No. 333-250858) on December 10, 2020 (the “Prospectus”). The Backstop Investor acknowledges Company acknowledges, agrees and understands that the Company FLAC has established a trust account Trust Account containing the proceeds of its IPO and from certain private placements occurring simultaneously with the IPO, including interest accrued from time to time thereon (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including interest accrued from time to time thereon) for the benefit of its public stockholders and certain other parties shareholders of FLAC (including overallotment shares acquired by FLAC’s underwriters, the underwriters of “Public Shareholders”), and FLAC may disburse monies from the IPO)Trust Account only in the express circumstances described in the Prospectus. For and in consideration of FLAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, each of the Backstop Investor Company, Holdco, and Merger Sub hereby agrees (on its own behalf and on behalf of itself and its related parties) that it respective Representatives that, notwithstanding anything to the contrary in this Agreement, none of the Company, Holdco, Merger Sub or their respective Representatives does not now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust AccountAccount or distributions therefrom, and it shall not or make any claim against the Trust AccountAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to to, this Agreement or any proposed or actual business relationship between FLAC or any of its Representatives, on the one hand, and the Company, Holdco, Merger Sub or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”); provided. Each of the Company, Holdco and Merger Sub, on behalf of itself and its respective Representatives, hereby irrevocably waives any Trust Account Released Claims that the Released Claims shall not include any rights or claims of the Backstop Investor Company, Holdco, Merger Sub or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it their Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement any negotiations, or Contracts with FLAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with respect to FLAC or its Affiliates), other than for the Released Claimsrelease of proceeds from the Trust Account upon the consummation of the Merger. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Shares.* * * * *

Trust Account Waiver. Reference is made to the Prospectus. The Backstop Investor acknowledges understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Company’s public stockholders shareholders (the “Public Shareholders”) and certain other parties (including the underwriters of the IPO)) and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Shareholders if the Company fails to consummate a Business Combination within fifteen (15) months after the closing of the IPO, subject to extension as described in the Prospectus or by an amendment to its organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company’s entry into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of itself and its related parties) that it does not affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither the Investor nor any of its affiliates do now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust AccountAccount or distributions therefrom, and it shall not or to make any claim against the Trust AccountAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and the Investor or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”); provided, . The Investor on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). The Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and the Investor further intends and understands such waiver to be valid, binding and enforceable against the Investor and each of its affiliates under applicable law. To the extent the Investor or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, the Investor hereby acknowledges and agrees that the Investor’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Investor or its affiliates (or any person claiming on any of their behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Investor or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the Company and its representatives, as applicable, shall be entitled to recover from the Investor and its affiliates the associated legal fees and costs in connection with any such action, in the event the Company or its representatives, as applicable, prevails in such action or proceeding. Notwithstanding the foregoing, this Section 10 shall not affect any rights of the Investor or its affiliates to receive distributions from the Trust Account in their capacities as Public Shareholders upon the redemption of their shares or the liquidation of the Company if it does not consummate a Business Combination prior to its deadline to do so. For purposes of this Subscription Agreement, “representatives” with respect to the Released Claimsany person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect Notwithstanding anything to the Non-Backstop Investor Sharescontrary contained in this Subscription Agreement, the provisions of this Section 10 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. The Backstop Investor Warrantholder hereby acknowledges that the Company SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its SPAC’s public stockholders and certain other parties (including the underwriters of the IPO). Warrantholder acknowledges that, in connection with the Business Combination and as contemplated by the BCA, it is contemplated that the agreement governing the Trust Account will be assigned from SPAC to the Company with effect as of the consummation of the Business Combination. For and in consideration of the Company entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Warrantholder hereby (a) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company, and (c) will not seek recourse against the Trust Account for any reason whatsoever; provided, however, that nothing in this Section 9.1 shall be deemed to limit any Warrantholder’s right to distributions from the Trust Account in accordance with the applicable terms of the SPAC’s amended and restated certificate of incorporation and bylaws in respect of any of the SPAC’s Class A common stock acquired by any means other than pursuant to this Agreement or any Warrantholder’s right, title, interest or claim to the Trust Account by virtue of such Warrantholder’s record or beneficial ownership of securities of SPAC acquired by any means other than pursuant to this Agreement, including but not limited to any redemption right with respect to any such securities of SPAC. Warrantholder agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Released Claims. For Company and its Affiliates to induce the avoidance of doubtCompany to enter into this Agreement and Warrantholder further intends and understands such waiver to be valid, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Sharesbinding and enforceable against Warrantholder under applicable Law.

Trust Account Waiver. The Backstop Investor Subscriber acknowledges that the Company GOGN has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering and from certain private placements (“IPO”) and certain proceeds of a private placement (including collectively, with interest accrued from time to time thereon) for , the benefit of its public stockholders and certain other parties (including the underwriters of the IPO“Trust Account”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby Subscriber agrees that (on its own behalf and on behalf of its related partiesi) that it does not now and shall not at any time hereafter have any has no right, title, interest interest, or claim of any kind in or to any assets monies held in the Trust Account, and (ii) it shall not make have no right of set-off or any right, title, interest, or claim against of any kind (“Claim”) to, or to any monies in, the Trust Account, regardless in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of whether such claim arises as a result ofSubscriber’s record or beneficial ownership of securities of GOGN, including any redemption right with respect to any such securities of GOGN. In the event Subscriber has any Claim against GOGN under this Subscription Agreement, Subscriber shall pursue such Claim solely against GOGN and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by GOGN to induce GOGN to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding, and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or relating proceeding which seeks, in any way whole or in part, relief against the funds held in the Trust Account, whether in the form of monetary damages or injunctive relief, Subscriber shall be obligated to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and pay to GOGN all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from legal fees and costs in connection with any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or such action in the future as a result of, event that GOGN prevails in such action or arising out of, this Agreement and will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Sharesproceeding.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company SEAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) IPO and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its SEAC’s public stockholders shareholders and certain other parties (including the underwriters of the IPO). For and in consideration of SEAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (i) agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim that arises as a result of, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (ii) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement, and (iii) will not seek recourse against the Trust Account for any Released Claims; provided, however, that nothing in this Section 9 shall be deemed to limit any Subscriber’s right to distributions from the Trust Account in accordance with the SEAC Articles in respect of any redemptions by Subscriber of any Class A Ordinary Shares of SEAC (the “SEAC Class A Ordinary Shares”) it acquired by any means other than pursuant to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to SEAC to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. Notwithstanding anything in this Subscription Agreement to the Released Claims. For contrary, the avoidance provisions of doubt, this provision Section 9 shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Sharessurvive termination of this Subscription Agreement.

Trust Account Waiver. Reference is made to the final prospectus of Pathfinder, filed with the SEC (File No. 333-252498) on February 16, 2021 (the “Prospectus”). The Backstop Investor acknowledges that Shareholders and the Company each acknowledges and agrees and understands that Pathfinder has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and from certain proceeds of a private placement placements occurring simultaneously with such initial public offering (including interest accrued from time to time thereon) for the benefit of its the public stockholders shareholders of Pathfinder’s Class A ordinary shares (the “Pathfinder Shareholders”), and certain other parties (including Pathfinder may disburse monies from the underwriters of Trust Account only in the IPO)express circumstances described in the Prospectus. For and in consideration of Pathfinder entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Backstop Investor Shareholders and the Company each hereby agrees (on its own behalf and on behalf that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of its related parties) that it the Shareholders nor the Company does not now and or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held monies in the Trust AccountAccount or distributions therefrom, and it shall not or make any claim against the Trust AccountAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to to, this Agreement or any proposed or actual business relationship between Pathfinder or any of its representatives, on the one hand, and the Shareholders or the Company, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”); provided, that the Released Claims shall not include any rights or claims . Each of the Backstop Investor or any of its related parties as a shareholder of Shareholders and the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Trust Account Released Claims that it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement any negotiations, or contracts with Pathfinder or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor SharesPathfinder or its Affiliates).

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the public stockholders shareholders of the Company and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor Subscriber hereby (i) agrees (on its own behalf and on behalf that it nor any of its related parties) that it parties does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust AccountAccount or distributions therefrom, and it shall not make any claim against the Trust AccountAccount (including any distributions therefrom), in each case, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the ) and (ii) irrevocably waives any Released Claims shall not include any rights or claims of the Backstop Investor that it or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with respect the Company or its related parties); provided, however, that nothing herein shall serve to limit or prohibit Glencore’s right to pursue a claim against the Released Claims. For Company or for legal relief against assets held outside the avoidance Trust Account (including from and after the consummation of doubta transaction other than as contemplated by this document) or for specific performance, this provision shall injunctive or other equitable relief in connection with the consummation of the Transaction so long as such claim would not restrict affect the Backstop InvestorCompany’s Redemption Rights ability to fulfil its obligation to effectuate the Buyer Guarantor Shareholder Redemptions (as defined in the COI) Share Sale Agreement). Subscriber acknowledges and agrees that such irrevocable waiver is material to this document and specifically relied upon by the Company to induce the Company to enter into this document, and such party further intends and understands such waiver to be valid, binding and enforceable against it and its related parties under applicable law. Subscriber agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Non-Backstop Investor Subscribed Shares pursuant to the Company’s organizational documents in connection with the Transaction or any other business combination, any subsequent liquidation of the Trust Account, the Company or otherwise. In the event Subscriber or any of its related parties have any claim against the Company in connection with, as a result of, relating to or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares, Subscriber and its related parties (or claimant on any of their behalves or in lieu of any of them) shall pursue such claim solely against the Company and its assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account.

Trust Account Waiver. The Backstop Investor Subscriber hereby acknowledges that that, as described in the Company’s prospectus relating to its initial public offering (the “IPO”) dated February 4, 2021 available at xxx.xxx.xxx, the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) the IPO and from certain proceeds of a private placement placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders and certain other parties (including the underwriters of the IPO), and that, except as otherwise described in such prospectus, the Company may disburse monies from the Trust Account only to (x) its public stockholders in the event they elect to have their shares of Class A Common Stock redeemed for cash in connection with the consummation of the Company’s initial business combination, an amendment to its certificate of incorporation to extend the deadline by which the Company must consummate its initial business combination, or the Company’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) the Company after or concurrently with the consummation of its initial business combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and Subscriber, on behalf of itself and its related partiesaffiliates, hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises arising out or as a result of, in connection with or relating in any way to this Agreement or any other matterSubscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby (b) irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement Subscription Agreement, and (c) will not seek recourse against the Trust Account as a result of, in connection with respect or relating in any way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Released ClaimsCompany to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. For To the avoidance extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of doubtany matter relating to the Company or its Representatives, this provision which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not restrict permit Subscriber (or any person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Backstop InvestorTrust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s Redemption Rights (as defined right to distributions from the Trust Account in accordance with the COI) with Company’s certificate of incorporation in respect of any redemptions by Subscriber in respect of Class A Common Stock acquired by any means other than pursuant to this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the Non-Backstop Investor Sharescontrary, the provisions of this Section 7 shall survive termination of this Subscription Agreement.

Trust Account Waiver. The Backstop Investor Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that the Company Issuer has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering and from certain private placements (“IPO”) and certain proceeds of a private placement (including collectively, with interest accrued from time to time thereon) for , the benefit of its public stockholders and certain other parties (including the underwriters of the IPO“Trust Account”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Backstop Investor hereby Subscriber agrees that (on its own behalf and on behalf of its related partiesi) that it does not now and shall not at any time hereafter have any has no right, title, interest or claim of any kind in or to any assets monies held in the Trust Account, and (ii) it shall not make have no right of set-off or any right, title, interest or claim against of any kind (“Claim”) to, or to any monies in, the Trust Account, regardless in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 22 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of whether such claim arises as a result ofSubscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or relating proceeding which seeks, in any way to this Agreement whole or any other matterin part, and regardless of whether such claim arises based on contract, tort, equity relief against the funds held in the Trust Account or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Backstop Investor distributions therefrom or any of its related parties as a shareholder the Issuer’s stockholders, whether in the form of the Company monetary damages or injunctive relief, Subscriber shall be obligated to pay to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably waives (on its own behalf and on behalf Issuer all of its related parties) legal fees and costs in connection with any Released Claims that it may have against the Trust Account now or such action in the future as a result of, event that the Issuer prevails in such action or arising out of, this Agreement and will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict the Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Sharesproceeding.