Common use of Trust Account Waiver Clause in Contracts

Trust Account Waiver. The Investor acknowledges that ARYA is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assets. The Investor further acknowledges that, as described in ARYA’s final prospectus relating to its initial public offering dated February 25, 2021 (the “Final Prospectus”) available at wxx.xxx.xxx, substantially all of ARYA’s assets consist of the cash proceeds of ARYA’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYA, its public shareholders and the underwriters of ARYA’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that ARYA the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the Company and one or more businesses or assets. The Investor further acknowledges that, as described in ARYAthe Company’s final prospectus relating to its initial public offering dated February 25January 27, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAthe Company’s assets consist of the cash proceeds of ARYAthe Company’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAthe Company, its public shareholders and the underwriters underwriter of ARYAthe Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA 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 Final Prospectus. For and in consideration of AXXX the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transaction, by means other than pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightthis Agreement.

Trust Account Waiver. The Investor acknowledges that ARYA is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assets. The Investor further acknowledges that, as described in ARYA’s final prospectus relating to its initial public offering dated February 25June 4, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYA’s assets consist of the cash proceeds of ARYA’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYA, its public shareholders and the underwriters of ARYA’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX ARYA entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transactioncurrently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates ARYA to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that ARYA is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assets. The Investor further acknowledges that, as described in ARYA’s final prospectus relating to its initial public offering dated February 25, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYA’s assets consist of the cash proceeds of ARYA’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYA, its public shareholders and the underwriters of ARYA’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX XXXX entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting meetings of ARYA on February 28, 2023 and February 27, 2024 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby represents and warrants that ARYA is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assets. The Investor further acknowledges that, as described in ARYA’s final prospectus relating to its initial public offering dated February 25, 2021 (the “Final Prospectus”) it has read Acquiror IPO Prospectus available at wxx.xxx.xxx, substantially all of ARYA’s assets consist of the cash proceeds of ARYA’s initial public offering and private placement of its securitiesxxx.xxx.xxxxxx, and substantially all of those proceeds have been deposited in understands that Acquiror 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 private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of ARYA, its Acquiror’s public shareholders (including the public shareholders of the overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the underwriters of ARYA’s initial public offering. Except Acquiror IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to Acquiror Share Redemptions, (b) to the Public Shareholders if Acquiror fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by an amendment to Acquiror’s organizational documents, (c) with respect to any interest earned on the funds amounts held in the Trust Account that may be released to ARYA Account, amounts necessary to pay its tax obligations, if anyfor any taxes and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of a Business Combination. Each of the Sellers, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For Company, PubCo, Merger Sub and in consideration of AXXX entering into this Subscription Agreement, the receipt and sufficiency of which are New SubCo hereby acknowledged, the Investor, agrees on behalf of itself and its representativesAffiliates that, hereby irrevocably waives notwithstanding anything to the contrary in this Agreement (other than in Section 9.1), none of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any and all of their respective Affiliates do now or shall at any time hereafter have any right, title and interesttitle, interest or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders therefrom, or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse make any claim against the Trust Account (including any distributions therefrom) in connection with any claim that arises as a result of, in connection with, or arising out of, relating to this Subscription Agreement or the transactions contemplated hereby any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to liability under any monies held in the Trust Account by virtue of its record or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYATransaction Document (collectively, the Company “Released Claims”). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective affiliates Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Sellers, the Company, PubCo, Merger Sub and New SubCo agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Acquiror and its Affiliates to induce Acquiror to enter into the Transaction Documents, and each of the Sellers, the Company, PubCo, Merger Sub and New SubCo further intends and understands such waiver to be valid, binding and enforceable against the Sellers, the Company, PubCo, Merger Sub and New SubCo and each of their respective Affiliates under applicable Law. To the extent the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, each of the Sellers, the Company, PubCo, Merger Sub and New SubCo hereby acknowledges and agrees that each such Sellers, the Company’s, PubCo’s, Merger Sub’s, New SubCo’s and each of their respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not exercise permit the Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective 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 Sellers, the Company, PubCo, Merger Sub and New SubCo or any of their respective Affiliates commences any action or proceeding 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 form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover Sellers, the Company, PubCo, Merger Sub and New SubCo and their respective Affiliates the associated legal fees and costs in connection with any such redemption rightaction, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceeding.

Trust Account Waiver. The Investor acknowledges that ARYA SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA SPAC and one or more businesses or assets. The Investor further acknowledges that, as described in ARYAthe SPAC’s final prospectus relating to its initial public offering dated February 25October 19, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYASPAC’s assets consist of the cash proceeds of ARYASPAC’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYASPAC, its public shareholders and the underwriters of ARYASPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SPAC to pay its tax obligations, if anyobligations (and up to $100,000 to pay dissolution expenses), the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its affiliates and representatives, notwithstanding anything to the contrary in this Subscription Agreement, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYASPAC’s public shareholders or to the underwriters of ARYASPAC’s initial public offering in respect of their deferred underwriting commissions held in the Trust AccountAccount (“Public Distributions”)), and agrees not to seek recourse against the Trust Account or Public Distributions for any reason whatsoever (regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription Agreement or the transactions contemplated hereby any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability); provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transactioncurrently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates SPAC to not exercise such redemption right. Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by SPAC and its affiliates to induce SPAC to enter in this Subscription Agreement, and Investor further intends and understands such waiver to be valid, binding and enforceable against Investor and each of its affiliates and representatives under applicable law. Notwithstanding anything to the contrary 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 Investor Each Purchaser acknowledges that ARYA the Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the Issuer and one or more businesses or assets. The Investor Each Purchaser further acknowledges that, as described in ARYAthe Issuer’s final prospectus relating to its initial public offering dated February 25October 29, 2021 (the “Final Prospectus”) 2020 available at wxx.xxx.xxx, substantially all of ARYAthe Issuer’s assets consist of the cash proceeds of ARYAthe Issuer’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAthe Issuer, its public shareholders stockholders and the underwriters of ARYAthe Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf Issuer has opened a separate Controlled Account for the proceeds of itself the issuance of Convertible Notes which is separate from the Trust Account and its representatives, each Purchaser hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account Account, in each case, as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 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 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 (iii) be deemed to limit the Investora Purchaser’s right, title, interest or claim to any monies held in the Trust Account by virtue of its a Purchaser’s record or beneficial ownership of publicly traded Class A Shares Common Stock acquired in an open market transaction, by any means other than pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightthis Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA Flame is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA Flame and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYAFlame’s final prospectus relating to its initial public offering dated February 2524, 2021 (the “Final IPO Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAFlame’s sole assets consist of the cash proceeds of ARYAFlame’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAFlame, its public shareholders stockholders and certain parties (including the underwriters of ARYAFlame’s initial public offering). Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Flame to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final IPO Prospectus. For and in consideration of AXXX Sable entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the InvestorSubscriber, on behalf of itself and its affiliates and representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they had, have or may have in the futurefuture as a result of, or arising out of, this Subscription Agreement, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and 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 or Agreement, the transactions contemplated hereby hereby, the Acquired Shares or any Flame Class A Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, . Subscriber acknowledges and agrees that nothing in this Section 10 it shall be deemed to limit the Investor’s right, title, interest or claim to not have any monies held in the Trust Account by virtue of its record or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right rights with respect to any such Flame Class A Common Stock pursuant to Flame’s certificate of incorporation in connection with the Merger or any other business combination, any subsequent liquidation of the Trust Account or Flame or otherwise. In the event Subscriber has any claim against Flame as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby, the Acquired Shares or any Flame Class A Shares, in accordance with ARYA’s Amended it shall pursue such claim solely against Flame and Restated Memorandum its assets outside the Trust Account and Articles of Association, as amended in connection with not against the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company Account or any of their respective affiliates to not exercise such redemption rightmonies or other assets in the Trust Account.

Trust Account Waiver. The Investor Company acknowledges that ARYA (a) OmniLit is a blank check company with the powers and privileges to effect a mergerBusiness Combination and (b) they have read the OmniLit SEC Filings (including OmniLit’s final prospectus dated November 10, asset acquisition2021 (the “Prospectus”)), reorganization or similar business combination involving ARYA the OmniLit’s Governing Documents, and one or more businesses or assetsthe Trust Agreement. The Investor Company further acknowledges that, as described in ARYA’s final prospectus relating to its initial public offering dated February 25, 2021 (the “Final Prospectus”) available at wxx.xxx.xxx, substantially all of ARYAOmniLit’s assets consist of the cash proceeds of ARYAOmniLit’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a the trust account for the benefit of OmniLit, certain of its public stockholders and the underwriters of OmniLit’s initial public offering (the “Trust Account”) for the benefit of ARYA). The Company acknowledges that it has been advised by OxxxXxx that, its public shareholders and the underwriters of ARYA’s initial public offering. Except except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA OmniLit to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only for the purposes in limited circumstances set forth in the Final ProspectusTrust Agreement. For The Company further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by November 12, 2023 or such later date as approved by the stockholders of OmniLit to complete a Business Combination, OmniLit will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of AXXX OmniLit entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Company hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations, Contracts or agreements with OmniLit, including, without limitation, in connection with any willful and material breach by OmniLit of this Agreement, other than for the transactions contemplated hereby regardless release of whether such claim arises based on contract, tort, equity or any other theory proceeds from the Trust Account upon the consummation of legal liabilitythe Merger; provided, however, that (x) nothing in this Section 10 herein shall be deemed serve to limit or prohibit the InvestorCompany or its Subsidiaries right to pursue a claim against OmniLit for legal relief (a) against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for OmniLit 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 the OmniLit Stockholder Redemption) in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect OmniLit’s right, title, interest ability to fulfil its obligations to effectuate the OmniLit Stockholder Redemption and (y) nothing herein shall serve to limit or claim to prohibit any monies claims that the Company or its Subsidiaries may have in the future against OmniLit’s assets or funds that are not held in the Trust Account by virtue (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds). This Section 11.1 shall survive the termination of this Agreement for any reason. In the event that the Company, any of its record or beneficial ownership Subsidiaries, any of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company their Affiliates or any of their respective affiliates representatives commences any Action against or involving the Trust Account, OmniLit shall be entitled to not exercise recover from such redemption rightPerson its legal fees and costs in connection with any such Action.

Trust Account Waiver. The Investor acknowledges that ARYA SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA SPAC and one or more businesses or assets. The Investor further acknowledges that, as described in ARYASPAC’s final prospectus relating to its initial public offering dated February 25September 9, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYASPAC’s assets consist of the cash proceeds of ARYASPAC’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYASPAC, its public shareholders and the underwriters of ARYASPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SPAC to pay its tax obligations, if anyobligations and to fund certain of its working capital requirements, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 11 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 publicly traded Class A Shares acquired in an open market transactionshares of SPAC currently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles shares of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021SPAC, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates SPAC to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that ARYA Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA Issuer and one or more businesses or assets. The Investor further acknowledges that, as described in ARYAIssuer’s final prospectus relating to its initial public offering dated February 25November 17, 2021 (the “Final IPO Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAIssuer’s assets consist of the cash proceeds of ARYAIssuer’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAIssuer, its public shareholders and the underwriters underwriter of ARYAIssuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA 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 Final IPO Prospectus. For and in consideration of AXXX Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and irrevocably agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement. The Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by Issuer and its affiliates to induce Issuer to enter in this Subscription Agreement, and each such party further intends and understands such waiver to be valid, binding and enforceable against the Investor and its affiliates under applicable law. To the extent the Investor commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Issuer or its affiliates, which proceeding seeks, in whole or in part, monetary relief against Issuer or its affiliates, the transactions contemplated Investor hereby regardless acknowledges and agrees that the Investor’s sole remedy shall be against funds held outside of whether the Trust Account and that such claim arises based on contract, tort, equity shall not permit the Investor (or any other theory person claiming on any of their behalf or in lieu of any of the Investor) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein and in the event of any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Issuer or its affiliates, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) in violation of this Subscription Agreement, Issuer shall be entitled to recover from the Investor and its affiliates, the associated legal liability; providedfees and costs in connection with any such action, howeverin the event Issuer or its affiliates, that nothing as applicable, prevails in such action or proceeding. Notwithstanding any else in this Section 10 10, nothing herein 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 the Investor’s (x) record or beneficial ownership of publicly traded Class A Shares common stock acquired in an open market transaction, by any means other than pursuant to a validly exercised this Subscription Agreement or (y) redemption right rights in connection with the Transaction with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles shares of Association, as amended in connection with common stock of Issuer owned by the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightInvestor.

Trust Account Waiver. The Investor acknowledges Each of the Group Companies and the Shareholders hereby represents and warrants that ARYA is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assets. The Investor further acknowledges that, as described in ARYA’s final prospectus relating to its initial public offering dated February 25, 2021 (the “Final Prospectus”) it has read SPAC IPO Prospectus available at wxx.xxx.xxx, substantially all of ARYA’s assets consist of the cash proceeds of ARYA’s initial public offering and private placement of its securitiesxxx.xxx.xxxxxx, and substantially all of those proceeds have been deposited in understands that SPAC 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 private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of ARYA, its SPAC’s public shareholders (including the public shareholders of the overallotment shares acquired by SPAC’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the underwriters of ARYA’s initial public offering. Except SPAC IPO Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders with respect to SPAC Share Redemptions, (b) to the Public Shareholders if SPAC fails to consummate a Business Combination within 12 months after the closing of the IPO, subject to extension by an amendment to SPAC’s Governing Documents, (c) with respect to any interest earned on the funds amounts held in the Trust Account that may be released to ARYA Account, amounts necessary to pay its tax obligations, if any, for any taxes and up to $50,000 in dissolution expenses or (d) to SPAC after or concurrently with the cash in consummation of a Business Combination. Each of the Trust Account may be disbursed only for Group Companies and the purposes set forth in the Final Prospectus. For and in consideration of AXXX entering into this Subscription Agreement, the receipt and sufficiency of which are Shareholders hereby acknowledged, the Investor, agrees on behalf of itself and its representativesAffiliates that, hereby irrevocably waives notwithstanding anything to the contrary in this Agreement (other than in Section 9.1 and this Section 13.1), none of the Group Companies and the Shareholders or any and all of their respective Affiliates do now or shall at any time hereafter have any right, title and interesttitle, interest or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders therefrom, or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse make any claim against the Trust Account (including any distributions therefrom) in connection with any claim that arises as a result of, in connection with, or arising out of, relating to this Subscription Agreement or the transactions contemplated hereby any other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; providedliability under any Transaction Document (collectively, howeverthe “Released Claims”), provided that nothing in this Section 10 herein shall be deemed serve to limit or prohibit the Investor’s right, title, interest right of the Group Companies and the Shareholders to pursue a claim against SPAC for specific performance or claim to any monies held other equitable relief in connection with the consummation of the transactions contemplated hereby and cause the disbursement of the balance of the cash remaining in the Trust Account by virtue of its record or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, PubCo in accordance with ARYA’s Amended and Restated Memorandum and Articles the terms of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, this Agreement and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except or for fraud (after giving effect to the extent that exercise of the Investor has otherwise agreed in writing with ListCoSPAC Shareholder’s right to elect SPAC Share Redemption). Each of the Group Companies and the Shareholders, ARYAon behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims each of the Company Group Companies and the Shareholders or any of their respective affiliates Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) in connection with any Released Claims (including for an alleged breach of this Agreement or any other Transaction Document). Each of the Group Companies and the Shareholders agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its Affiliates to induce SPAC to enter into the Transaction Documents, and each of the Group Companies and the Shareholders further intends and understands such waiver to be valid, binding and enforceable against such Group Company or Shareholder and each of their respective Affiliates under applicable Law. To the extent any of the Group Companies or the Shareholders or any of their respective Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which action or proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, each of the Group Companies and the Shareholders hereby acknowledges and agrees that the remedy of such Group Company or Seller or any of its Affiliates shall be against funds held outside of 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) and that such claim shall not exercise permit such redemption rightGroup Company or Shareholder or any of 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 any of the Group Companies or the Shareholders or any of its Affiliates commences any action or proceeding 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 form of money damages or injunctive relief or otherwise, SPAC and its Representatives, as applicable, shall be entitled to recover from such Group Company or Shareholder or any of its Affiliates the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA Industrea is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA Industrea and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYAIndustrea’s final prospectus relating to its initial public offering dated February 25July 26, 2021 2017 (the “Final Prospectus”) available at wxx.xxx.xxx, substantially all of ARYAIndustrea’s assets consist of the cash proceeds of ARYAIndustrea’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAIndustrea, its public shareholders stockholders and the underwriters of ARYAIndustrea’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Industrea to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX Industrea entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the InvestorSubscriber, on behalf of itself and its representativesofficers, directors and affiliates, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or Agreement. Notwithstanding anything to the transactions contemplated hereby regardless of whether such claim arises based on contractcontrary, tort, equity the foregoing waiver shall not preclude Subscriber (or any other theory of legal liability; provided, however, that nothing its affiliates) from redeeming any shares of Class A Common Stock included in this Section 10 shall be deemed to limit the Investorunits sold in Industrea’s right, title, interest initial public offering held by Subscriber (or claim to any monies held in of its affiliates) for a pro rata portion of the Trust Account by virtue of its record or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed Transaction or enforcing its rights in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightrespect thereof.

Trust Account Waiver. The Investor acknowledges that ARYA SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA SPAC and one or more businesses or assets. The Investor further acknowledges that, as described in ARYASPAC’s final prospectus relating to its initial public offering dated February 25March 4, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYASPAC’s assets consist of the cash proceeds of ARYASPAC’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYASPAC, its public shareholders and the underwriters of ARYASPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SPAC to pay its tax obligations, if anyobligations and to fund certain of its working capital requirements, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transactioncurrently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates SPAC to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that ARYA SCS is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA SCS and one or more businesses or assets. The Investor further acknowledges that, as described in ARYASCS’s final prospectus relating to its initial public offering dated February 25June 29, 2021 (the “Final IPO Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYASCS’s assets consist of the cash proceeds of ARYASCS’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYASCS, its public shareholders and the underwriters underwriter of ARYASCS’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SCS to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final IPO Prospectus. For and in consideration of AXXX SCS entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, provided that nothing in this Section 10 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 the Investor’s record or beneficial ownership of publicly traded Class A Shares ordinary shares of SCS acquired in an open market transaction, by any means other than pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightthis Subscription Agreement.

Trust Account Waiver. The Investor acknowledges Murano Parties acknowledge that ARYA HCM is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assetsBusiness Combination. The Investor Murano Parties further acknowledges acknowledge that, as described in ARYA’s final the prospectus relating to its initial public offering dated February January 25, 2021 2022 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYA’s HCM assets consist of the cash proceeds of ARYAHCM’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAHCM, certain of its public shareholders and the underwriters of ARYAHCM’s initial public offeringoffering (the “Trust Account”). Except The Murano Parties acknowledge that they have been advised by HCM that, except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA HCM to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if HCM completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if HCM fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to HCM in limited amounts to permit HCM to pay the costs and expenses of its liquidation and dissolution, and then to HCM’s public shareholders; and (iii) if HCM holds a shareholder vote to amend HCM’s amended and restated memorandum and articles of association (A) to modify the substance or timing of its obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of its public shares if it does not complete its initial Business Combination within 15 months from the closing of HCM’s initial public offering, subject to any Extension or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, then for the purposes set forth redemption of any HCM Ordinary Shares properly tendered in the Final Prospectusconnection with such vote. For and in consideration of AXXX HCM entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Murano Parties hereby irrevocably waives waive any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations, Contracts or agreements with HCM; provided, that (x) nothing herein shall serve to limit or prohibit the Murano Parties’ right to pursue a claim against HCM for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated hereby regardless of whether (including a claim for HCM to specifically perform its obligations under this Agreement) so long as such claim arises based on contractwould not affect HCM’s ability to fulfill its obligation to effectuate the HCM Share Redemptions, tort, equity or any other theory of legal liability; provided, however, that for actual fraud and (y) nothing in this Section 10 herein shall be deemed serve to limit or prohibit any claims that the InvestorMurano Parties may have in the future against HCM’s right, title, interest assets or claim to any monies funds that are not held in the Trust Account by virtue of its record (including any funds that have been released from the Trust Account and any assets that have been purchased or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightfunds).

Trust Account Waiver. The Investor Reference is made to the SPAC’s final prospectus, dated as of January 5, 2021 and filed with the Commission (File No. 333-251466) on January 7, 2021 (the “Prospectus”). Subscriber acknowledges that ARYA the SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the SPAC and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYA’s final prospectus relating to its initial public offering dated February 25, 2021 (the “Final Prospectus”) available at wxx.xxx.xxx, substantially all of ARYAthe SPAC’s assets consist of the cash proceeds of ARYAthe SPAC’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAthe SPAC, its public shareholders and the underwriters of ARYAthe SPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA the SPAC to pay its tax obligations, if anyobligations and to fund certain of its working capital requirements, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX the SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Subscriber hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 8 shall be deemed to limit the InvestorSubscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of publicly traded Class A Shares acquired in an open market transactionany Common Stock currently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021Common Stock, except to the extent that the Investor Subscriber has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates SPAC to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that ARYA NextGen is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA NextGen and one or more businesses or assets. The Investor further acknowledges that, as described in ARYANextGen’s final prospectus relating to its initial public offering dated February March 25, 2021 (the “Final IPO Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYANextGen’s assets consist of the cash proceeds of ARYANextGen’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYANextGen, its public shareholders and the underwriters underwriter of ARYANextGen’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA NextGen to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final IPO Prospectus. For and in consideration of AXXX NextGen entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, provided that nothing in this Section 10 9 shall (x) serve to limit or prohibit the Investor’s right to pursue a claim against NextGen for legal relief against assets held outside the Trust Account (so long as such claim would not affect NextGen’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of NextGen), for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that the Investor may have in the future against NextGen’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 NextGen’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of NextGen) or (z) be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its the Investor’s record or beneficial ownership of publicly traded Class A Shares of NextGen acquired in an open market transaction, by any means other than pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightthis Subscription Agreement.

Trust Account Waiver. The Investor undersigned acknowledges that ARYA the Company is a blank check company with formed for the powers and privileges to effect purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving ARYA and with one or more businesses or assetsbusinesses. The Investor undersigned further acknowledges that, as described in ARYA’s the final prospectus relating to its the Company’s initial public offering dated February 25filed with the Securities and Exchange Commission on or about June 9, 2021 2014 (the “Final Prospectus”) available at wxx.xxx.xxx), substantially all of ARYAthe Company’s assets consist of the cash proceeds of ARYAthe Company’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in into a trust account (the “Trust Account”) for the benefit of ARYA, the Company and its public shareholders and stockholders. As described in the underwriters of ARYA’s initial public offering. Except with respect to interest earned on Prospectus, the funds held in the Trust Account that may be released from time to ARYA to pay its tax obligations, if any, the cash time in the Trust Account may only be disbursed only for released upon certain conditions. The undersigned hereby acknowledges and agrees that, except with respect to shares of common stock of the purposes set forth in Company owned by the Final Prospectus. For and in consideration of AXXX entering into undersigned acquired other than pursuant to this Subscription Agreement, the receipt and sufficiency it has no right of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, set-off or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim of any kind (“Claim”) to, or to any monies or other assets in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies or other assets in, the Trust Account that it may have now or in the future. The undersigned acknowledges and agrees that the undersigned shall not have any redemption rights with respect to the Shares pursuant to the Company’s Certificate of Incorporation in connection with the stockholder proposals related to the Nexeo Business Combination or the extension of the Company’s corporate existence beyond June 11, 2016, any subsequent liquidation of the Trust Account or the Company or otherwise. In the event the undersigned has any Claim against the Company under this Agreement or otherwise, the undersigned shall pursue such Claim solely against the Company and its assets held outside of the Trust Account and not against the Trust Account or any monies or other assets held in the Trust Account by virtue of its record or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightAccount.

Trust Account Waiver. The Investor acknowledges that ARYA Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA Issuer and one or more businesses or assets. The Investor further acknowledges that, as described in ARYAIssuer’s final prospectus relating to its initial public offering dated February 25July 27, 2021 2020 (the “Final IPO Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAIssuer’s assets consist of the cash proceeds of ARYAIssuer’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAIssuer, its public shareholders and the underwriters underwriter of ARYAIssuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA 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 Final IPO Prospectus. For and in consideration of AXXX Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and irrevocably agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement. Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by Issuer and its affiliates to induce Issuer to enter in this Subscription Agreement, and each such party further intends and understands such waiver to be valid, binding and enforceable against the Investor and its affiliates under applicable law. To the extent Investor commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Issuer or its affiliates, which proceeding seeks, in whole or in part, monetary relief against Issuer or its affiliates, the transactions contemplated Investor hereby regardless acknowledges and agrees that the Investor’s sole remedy shall be against funds held outside of whether the Trust Account and that such claim arises based on contract, tort, equity shall not permit the Investor (or any other theory person claiming on any of their behalves or in lieu of any of the Investor) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein and in the event of any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Issuer or its affiliates, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) in violation of this Subscription Agreement, Issuer shall be entitled to recover from the Investor and its affiliates, the associated legal liability; providedfees and costs in connection with any such action, howeverin the event Issuer or its affiliates, that nothing as applicable, prevails in such action or proceeding. Notwithstanding any else in this Section 10 10, nothing herein 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 the Investor’s record or beneficial ownership of publicly traded Class A Shares any equity interests in Issuer acquired in an open market transaction, by any means other than pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightthis Subscription Agreement.

Trust Account Waiver. The Investor acknowledges that ARYA CCNB1 is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA CCNB1 and one or more businesses or assets. The Investor further acknowledges that, as described in ARYACCNB1’s final prospectus relating to its initial public offering dated February 25April 23, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxx, substantially all of ARYACCNB1’s assets consist of the cash proceeds of ARYACCNB1’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYACCNB1, its public shareholders and the underwriters of ARYACCNB1’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA CCNB1 to pay its tax obligations, if anyobligations and to fund certain of its working capital requirements, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX CCNB1 entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transactioncurrently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates CCNB1 to not exercise such redemption right.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYAthe Company’s final prospectus relating to its initial public offering dated February 25January 19, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAthe Company’s assets consist of the cash proceeds of ARYAthe Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAthe Company, its public shareholders stockholders and the underwriters of ARYAthe Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA 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 Final Prospectus. For and in consideration of AXXX the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Subscriber hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 7 shall be deemed to limit the InvestorSubscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its Subscriber’s record or beneficial ownership of publicly traded Class A Shares shares of the Company acquired in an open market transaction, by any means other than pursuant to a validly exercised this Subscription Agreement, including but not limited to any redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles securities of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightCompany.

Trust Account Waiver. The Investor acknowledges that ARYA SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA SPAC and one or more businesses or assets. The Investor further acknowledges that, as described in ARYASPAC’s final prospectus relating to its initial public offering dated February 25September 16, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYASPAC’s assets consist of the cash proceeds of ARYASPAC’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYASPAC, its public shareholders and the underwriters of ARYASPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SPAC to pay its tax obligations, if anyobligations and to fund certain of its working capital requirements, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transactioncurrently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates SPAC to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that ARYA Xxxxxxx is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA Xxxxxxx and one or more businesses or assets. The Investor further acknowledges that, as described in ARYA’s final Xxxxxxx’x prospectus relating to its initial public offering dated February 25July 17, 2021 2019 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYA’s Xxxxxxx’x assets consist of the cash proceeds of ARYA’s Xxxxxxx’x initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAXxxxxxx, its public shareholders and the underwriters of ARYA’s Xxxxxxx’x initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Xxxxxxx to pay its tax obligations, if anyobligations and to fund certain of its working capital requirements, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX Xxxxxxx entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transactioncurrently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates Xxxxxxx to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that ARYA Alussa is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA Alussa and one or more businesses or assets. The Investor further acknowledges that, as described in ARYAAlussa’s final prospectus relating to its initial public offering dated February November 25, 2021 2019 (the “Final IPO Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAAlussa’s assets consist of the cash proceeds of ARYAAlussa’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAAlussa, its public shareholders and the underwriters of ARYAAlussa’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Alussa to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final IPO Prospectus. For and in consideration of AXXX Alussa entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account Account, as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, provided however, that nothing in this Section 10 9 shall be deemed to limit the Investor’s right, title, interest or claim right to any monies held in distributions from the Trust Account by virtue of its record or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYAAlussa’s Amended amended and Restated Memorandum and Articles restated certificate of Association, as amended incorporation in connection with the shareholder meeting respect of ARYA on February 28, 2023 and as may be subsequently amended from time Class A ordinary shares of Alussa acquired by any means other than pursuant to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightthis Subscription Agreement.

Trust Account Waiver. The (a) Each Investor acknowledges that ARYA the Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the Issuer and one or more businesses or assets. The Each Investor further acknowledges that, as described in ARYAthe Issuer’s final prospectus relating to its initial public offering dated February 25January 27, 2021 (the “Final IPO Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAthe Issuer’s assets consist of the cash proceeds of ARYAthe Issuer’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) Account for the benefit of ARYAthe Issuer, its public shareholders and the underwriters underwriter of ARYAthe Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA 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 Final IPO Prospectus. . (b) For and in consideration of AXXX the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, each Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 7.6 shall (i) serve or be deemed to limit or prohibit an Investor’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 or be deemed to limit or prohibit any claims that an Investor may have in the future against the Issuer’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 such funds); or (iii) be deemed to limit the Investor’s right to distributions from the Trust Account in accordance with the Issuer’s organizational documents in respect of the shares acquired by any means other than pursuant to this Agreement or any Investor’s right, title, interest or claim to the Trust Account, or to any monies held in the Trust Account therein, by virtue of its such Investor’s record or beneficial ownership of publicly traded Class A Shares the securities of the Issuer acquired in an open market transaction, by any means other than pursuant to a validly exercised this Agreement, including but not limited to any redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles securities of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightIssuer.

Trust Account Waiver. The Investor acknowledges that ARYA NextGen is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA NextGen and one or more businesses or assets. The Investor further acknowledges that, as described in ARYANextGen’s final prospectus relating to its initial public offering dated February 25October 6, 2021 2020 (the “Final IPO Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYANextGen’s assets consist of the cash proceeds of ARYANextGen’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYANextGen, its public shareholders and the underwriters underwriter of ARYANextGen’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA NextGen to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final IPO Prospectus. For and in consideration of AXXX NextGen entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, provided that nothing in this Section 10 9 shall (x) serve to limit or prohibit the Investor’s right to pursue a claim against NextGen for legal relief against assets held outside the Trust Account (so long as such claim would not affect NextGen’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of NextGen), for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that the Investor may have in the future against NextGen’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 NextGen’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of NextGen) or (z) be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its the Investor’s record or beneficial ownership of publicly traded Class A Shares of NextGen acquired in an open market transaction, by any means other than pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightthis Subscription Agreement.

Trust Account Waiver. The Investor acknowledges that ARYA Ivanhoe is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA Ivanhoe and one or more businesses or assets. The Investor further acknowledges that, as described in ARYAIvanhoe’s final prospectus dated as of January 6, 2021 (the “Prospectus”), relating to its initial public offering dated February 25, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAIvanhoe’s assets consist of the cash proceeds of ARYAIvanhoe’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAIvanhoe, its public shareholders and the underwriters of ARYAIvanhoe’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Ivanhoe to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX Ivanhoe entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account Account, regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription Agreement or the transactions contemplated hereby any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (the “Released Claims”); provided, howeverthat the Released Claims shall not include any claims that the Investor may have solely in the Investor’s capacity as a record or beneficial holder of any shares acquired by any means other than this Subscription Agreement, including (without limitation) pursuant to a validly exercised redemption right with respect to any such shares; provided that nothing in this Section 10 9 (x) shall serve to limit or prohibit the Investor’s right to pursue a claim against Ivanhoe 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 Investor may have in the future against Ivanhoe’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 the Investor’s right, title, interest interest, or claim to any monies held in the Trust Account by virtue of its such Investor’s record or beneficial ownership of publicly traded Class A Shares securities of Ivanhoe acquired in an open market transaction, by any means other than pursuant to a validly exercised this Subscription Agreement, including any redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles securities of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021Ivanhoe, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates Ivanhoe not to not exercise such redemption right. This Section 9 shall survive the termination of this Subscription Agreement for any reason.

Trust Account Waiver. The Investor acknowledges that ARYA Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA Issuer and one or more businesses or assets. The Investor further acknowledges that, as described in ARYAIssuer’s final prospectus relating to its initial public offering dated February 25January 15, 2021 (the “Final IPO Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAIssuer’s assets consist of the cash proceeds of ARYAIssuer’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAIssuer, its public shareholders and the underwriters underwriter of ARYAIssuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA 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 Final IPO Prospectus. For and in consideration of AXXX Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 9 shall (x) serve or be deemed to limit or prohibit Investor’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) serve or be deemed to limit or prohibit any claims that Investor may have in the future against Issuer’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 such funds); or (z) be deemed to limit Investor’s right to distributions from the Trust Account in accordance with the Issuer’s organizational documents in respect of the shares acquired by any means other than pursuant to this Subscription Agreement or any Investor’s right, title, interest or claim to the Trust Account, or to any monies held in the Trust Account therein, by virtue of its such Investor’s record or beneficial ownership of publicly traded Class A Shares securities of the Company acquired in an open market transaction, by any means other than pursuant to a validly exercised this Subscription Agreement, including but not limited to any redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles securities of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightCompany.

Trust Account Waiver. The Investor acknowledges that ARYA XXXX is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA XXXX and one or more businesses or assets. The Investor further acknowledges that, as described in ARYAXXXX’s final prospectus relating to its initial public offering dated February 25June 15, 2021 (the “Final IPO Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYARONI’s assets consist of the cash proceeds of ARYARONI’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAXXXX, its public shareholders and the underwriters of ARYARONI’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA XXXX to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final IPO Prospectus. For and in consideration of AXXX XXXX entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably (a) waives any and all right, title and interest, or any claim of any kind kind, it has or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYARONI’s public shareholders or to the underwriters of ARYAXXXX’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and (b) agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAccount; provided, however, that nothing in this Section 10 shall (i) serve to limit or prohibit the Investor’s right to pursue a claim against assets held outside the Trust Account for specific performance or other equitable relief, (ii) serve to limit or prohibit any claims that the Investor may have in the future against XXXX’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 (iii) 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 publicly traded Class A Shares acquired in an open market transactionother than pursuant to this Subscription Agreement, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates XXXX to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that ARYA SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA SPAC and one or more businesses or assets. The Investor further acknowledges that, as described in ARYASPAC’s final prospectus relating to its initial public offering dated February 2511, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYASPAC’s assets consist of the cash proceeds of ARYASPAC’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYASPAC, its public shareholders and the underwriters of ARYASPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SPAC to pay its tax obligations, if anyobligations and to fund certain of its working capital requirements, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 11 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 publicly traded Class A Shares acquired in an open market transactionshares of SPAC currently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles shares of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021SPAC, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates SPAC to not exercise such redemption right.

Trust Account Waiver. The Investor Company acknowledges that ARYA Acquiror is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assetsBusiness Combination. The Investor Company further acknowledges that, as described in ARYA’s its final prospectus relating to its initial public offering dated February 25, 2021 filed with the SEC (File No. 333-255292) (the “Final Prospectus”) available at wxx.xxx.xxx), substantially all of ARYA’s Acquiror assets consist of the cash proceeds of ARYAAcquiror’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAAcquiror, certain of its public shareholders and the underwriters of ARYAAcquiror’s initial public offeringoffering (the “Trust Account”). Except The Company acknowledges that it has been advised by Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Acquiror to pay its tax obligations, if anyincome Tax, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if Acquiror fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s public shareholders; and (iii) if Acquiror holds a shareholder vote to amend Acquiror’s amended and restated memorandum and articles of association to modify the substance or timing of the obligation to redeem 100% of the shares of Acquiror Common Stock if Acquiror fails to complete a Business Combination within the allotted time period, then for the purposes set forth redemption of any shares of Acquiror Common Stock properly tendered in the Final Prospectusconnection with such vote. For and in consideration of AXXX Acquiror entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Company hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations, Contracts or agreements with Acquiror; provided that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated hereby regardless (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of whether the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions and (y) nothing in this Section 10 herein shall be deemed serve to limit or prohibit any claims that the InvestorCompany may have in the future against Acquiror’s right, title, interest assets or claim to any monies funds that are not held in the Trust Account by virtue of its record (including any funds that have been released from the Trust Account and any assets that have been purchased or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightfunds).

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA Peridot is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the Issuer and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYAPeridot’s final prospectus relating to its initial public offering dated February 25September 23, 2021 2020 (the “Final Prospectus”) ), available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAthe Issuer’s assets consist of the cash proceeds of ARYAthe Issuer’s initial public offering and a private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAPeridot, its public shareholders and the underwriters of ARYAPeridot’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Peridot to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX Peridot entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the InvestorSubscriber, on behalf of itself and its representatives, hereby irrevocably irrevocable waives any and all right, title and interest, or any claim of any kind it has they have or may have in the futurefuture arising out of this Subscription Agreement, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 shall be deemed to limit the Investorany Subscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its such Subscriber’s record or beneficial ownership of publicly traded Class A Shares securities of Peridot acquired in an open market transaction, by any means other than pursuant to a validly exercised this Subscription Agreement, including but not limited to any redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles securities of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightIssuer.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA the Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the Issuer and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYAthe Issuer’s final prospectus relating to its initial public offering dated February 25November 24, 2021 2020 (the “Final November 24, 2020 Prospectus”) ), available at wxx.xxx.xxxxxx.xxx, substantially all of ARYAthe Issuer’s assets consist of the cash proceeds of ARYAthe Issuer’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYA, its public shareholders stockholders and the underwriters of ARYA’s its initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA 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 Final November 24, 2020 Prospectus. For and in consideration of AXXX the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the InvestorSubscriber, on behalf of itself and its affiliates and representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the futurefuture as a result of, or arising out of, this Subscription Agreement, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and 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 or Agreement, the transactions contemplated hereby or the Acquired Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, provided however, that nothing in this Section 10 7 shall be deemed to limit the Investorany Subscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its such Subscriber’s record or beneficial ownership of publicly traded Class A Shares securities of the Issuer acquired in an open market transaction, by any means other than pursuant to a validly exercised this Subscription Agreement, including but not limited to any redemption right with respect to any such Class A Shares, in accordance securities of the Issuer. Subscriber acknowledges and agrees that it shall not have any redemption rights with ARYArespect to the Acquired Shares pursuant to the Issuer’s Amended and Restated Memorandum and Articles certificate of Association, as amended incorporation in connection with the shareholder meeting Transactions or any other business combination, any subsequent liquidation of ARYA on February 28the Trust Account or the Issuer or otherwise. In the event Subscriber has any claim against the Issuer as a result of, 2023 and as may be subsequently amended from time to timeor arising out of, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYAthis Subscription Agreement, the Company transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely against the Issuer and its assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account. This paragraph shall survive any termination of their respective affiliates to not exercise such redemption rightthis Subscription Agreement.

Trust Account Waiver. The Investor acknowledges that ARYA PFDR is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA PFDR and one or more businesses or assets. The Investor further acknowledges that, as described in ARYAPFDR’s final prospectus relating to its initial public offering dated February 2516, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAPFDR’s assets consist of the cash proceeds of ARYAPFDR’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAPFDR, its public shareholders and the underwriters of ARYAPFDR’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA PFDR to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX PFDR entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 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 publicly traded Class A Ordinary Shares acquired in an open market transactioncurrently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A Ordinary Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYAPFDR, the Company Company, or any of their respective affiliates to not exercise such redemption right.

Trust Account Waiver. The Investor Buyer acknowledges that ARYA SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA SPAC and one or more businesses or assets. The Investor Buyer further acknowledges that, as described in ARYASPAC’s final prospectus relating to its initial public offering dated February 25September 9, 2021 2020 (the “Final IPO Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYASPAC’s assets consist of the cash proceeds of ARYASPAC’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYASPAC, its public shareholders and the underwriters underwriter of ARYASPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SPAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final IPO Prospectus. For and in consideration of AXXX SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Buyer hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and irrevocably agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement. The Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its affiliates to induce it to enter in this Agreement, and each such party further intends and understands such waiver to be valid, binding and enforceable against the Buyer and its affiliates under applicable law. To the extent the Buyer commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC or its affiliates, which proceeding seeks, in whole or in part, monetary relief against SPAC or its affiliates, the transactions contemplated Buyer hereby regardless acknowledges and agrees that the Buyer’s sole remedy shall be against funds held outside of whether the Trust Account and that such claim arises based on contract, tort, equity shall not permit the Buyer (or any other theory person claiming on any of their behalf or in lieu of any of the Buyer) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein and in the event of any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC or its affiliates, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) in violation of this Agreement, SPAC shall be entitled to recover from the Buyer and its affiliates, the associated legal liability; providedfees and costs in connection with any such action, howeverin the event SPAC or its affiliates, that nothing as applicable, prevails in such action or proceeding. Notwithstanding anything else in this Section 10 5.03, nothing herein shall be deemed to limit the InvestorBuyer’s right, title, interest or claim to any monies held in the Trust Account by virtue of its the Buyer’s (x) record or beneficial ownership of publicly traded Class A Shares securities of SPAC acquired in an open market transaction, by any means other than pursuant to a validly exercised this Agreement or (y) redemption right rights in connection with the Transactions with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles securities of Association, as amended in connection with SPAC owned by the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightBuyer.

Trust Account Waiver. The Investor acknowledges that ARYA Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA Issuer and one or more businesses or assets. The Investor further acknowledges that, as described in ARYAIssuer’s final prospectus relating to its initial public offering dated February 25July 27, 2021 2020 (the “Final IPO Prospectus”) available at wxx.xxx.xxx, substantially all of ARYAIssuer’s assets consist of the cash proceeds of ARYAIssuer’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAIssuer, its public shareholders and the underwriters underwriter of ARYAIssuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA 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 Final IPO Prospectus. For and in consideration of AXXX Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and irrevocably agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement. Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by Issuer and its affiliates to induce Issuer to enter in this Subscription Agreement, and each such party further intends and understands such waiver to be valid, binding and enforceable against the Investor and its affiliates under applicable law. To the extent Investor commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Issuer or its affiliates, which proceeding seeks, in whole or in part, monetary relief against Issuer or its affiliates, the transactions contemplated Investor hereby regardless acknowledges and agrees that the Investor’s sole remedy shall be against funds held outside of whether the Trust Account and that such claim arises based on contract, tort, equity shall not permit the Investor (or any other theory person claiming on any of their behalves or in lieu of any of the Investor) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein and in the event of any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Issuer or its affiliates, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) in violation of this Subscription Agreement, Issuer shall be entitled to recover from the Investor and its affiliates, the associated legal liability; providedfees and costs in connection with any such action, howeverin the event Issuer or its affiliates, that nothing as applicable, prevails in such action or proceeding. Notwithstanding any else in this Section 10 10, nothing herein 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 the Investor’s record or beneficial ownership of publicly traded Class A Shares any equity interests in Issuer acquired in an open market transaction, by any means other than pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightthis Subscription Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA the Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the Issuer and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYAthe Issuer’s final prospectus relating to its initial public offering dated February 25June 27, 2021 2017 (the “Final Prospectus”) ), available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAthe Issuer’s assets consist of the cash proceeds of ARYAthe Issuer’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAthe Issuer, its public shareholders and the underwriters of ARYAthe Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA 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 Final Prospectus. For and in consideration of AXXX the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the InvestorSubscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the futurefuture arising out of this Subscription Agreement, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightAgreement.

Trust Account Waiver. The Investor Company acknowledges and agrees that ARYA 1347 Capital is a blank check company with the powers power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the Company Parties and one or more businesses or assets. The Investor further Company acknowledges that, as described in ARYAand agrees that 1347 Capital’s final prospectus relating to its initial public offering dated February 25, 2021 (the “Final Prospectus”) available at wxx.xxx.xxx, substantially all of ARYA’s sole assets consist of the cash proceeds of ARYA1347 Capital’s initial public offering and private placement placements of its securities, and that substantially all of those these proceeds have been deposited in a trust account (the “Trust Account”) Account for the benefit of ARYA, its public shareholders and the underwriters of ARYA’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectusstockholders. For and in consideration of AXXX 1347 Capital entering into this Subscription AgreementAmendment, the receipt and sufficiency of which are hereby acknowledged, the InvestorCompany, for itself and on behalf of itself the Company Parties, and its representativesand their respective Affiliates, managers, directors, officers, affiliates, members, stockholders and trustees, do hereby irrevocably waives waive any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, any such claims against 1347 Capital arising under this Subscription Agreement Amendment; provided, that, nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against 1347 Capital for legal relief against monies or other assets held outside the Trust Account or for specific performance or other equitable relief in connection with the consummation of the transactions contemplated hereby regardless by this Agreement (including a claim for 1347 Capital to specifically perform its obligations under this Agreement) and cause the disbursement of whether such claim arises based on contract, tort, equity or any other theory the balance of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held cash remaining in the Trust Account by virtue of its record or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except (after giving effect to the extent that redemption of shares of 1347 Capital’s common stock as set forth in its certification of incorporation) so long as such claim would not affect 1347 Capital’s ability to fulfill its obligation to redeem the Investor has otherwise agreed shares of common stock as set forth in writing with ListCo, ARYA, the Company or any its certification of their respective affiliates to not exercise such redemption rightincorporation.

Trust Account Waiver. The Investor Company acknowledges that ARYA Acquiror is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assetsBusiness Combination. The Investor Company further acknowledges that, as described in ARYA’s final the prospectus relating to its initial public offering dated February 25October 7, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYA’s Acquiror assets consist of the cash proceeds of ARYAAcquiror’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a the trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) for the benefit of ARYA). The Company acknowledges that it has been advised by Acquiror that, its public shareholders and the underwriters of ARYA’s initial public offering. Except except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Acquiror to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (b) if Acquiror fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s public stockholders; and (c) if Acquiror holds a shareholder vote to amend Acquiror’s amended and restated memorandum and articles of association to modify the substance or timing of the obligation to redeem 100% of Acquiror Common Shares if Acquiror fails to complete a Business Combination within the allotted time period, then for the purposes set forth redemption of any Acquiror Common Shares properly tendered in the Final Prospectusconnection with such vote. For and in consideration of AXXX Acquiror entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Company hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind (in it has or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees it shall not have the right of setoff and that it shall not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations, Contracts or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityagreements with Acquiror; provided, however, that (x) nothing in this Section 10 herein shall be deemed serve to limit or prohibit the InvestorCompany’s rightright to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, titlefor specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror 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 the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, interest or claim for fraud and (y) nothing herein shall serve to limit or prohibit any monies claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account by virtue of its record (including any funds that have been released from the Trust Account and any assets that have been purchased or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightfunds).

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA the SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the SPAC and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYA’s final prospectus relating to its initial public offering dated February 25, 2021 (the “Final Prospectus”) Prospectus available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAthe SPAC’s assets consist of the cash proceeds of ARYASPAC’s initial public offering (including overallotment securities sold by the SPAC’s underwriter thereafter) and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYASPAC, its public shareholders and the underwriters of ARYASPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SPAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX the SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the InvestorSubscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they now have or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYAthe SPAC’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account)stockholders, and agrees not to seek recourse against the Trust Account for any claims in connection with, as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityhereby; provided, however, that nothing in this Section 10 9 (x) shall serve to limit or prohibit Subscriber’s right to pursue a claim against SPAC for legal relief against assets held outside the Trust Account (other than distributions to the SPAC’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 SPAC’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 SPAC’s public stockholders) and any assets that have been purchased or acquired with any such funds) or (z) shall be deemed to limit the Investorany Subscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its such Subscriber’s record or beneficial ownership of publicly traded Class A Shares securities of the SPAC acquired in an open market transaction, by any means other than pursuant to a validly exercised this Subscription Agreement, including but not limited to any redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles securities of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightSPAC.

Trust Account Waiver. The Investor acknowledges Company, HoldCo and Merger Sub 2 acknowledge that ARYA SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assetsBusiness Combination. The Investor Company, HoldCo and Merger Sub 2 further acknowledges acknowledge that, as described in ARYASPAC’s final prospectus relating to its initial public offering dated February 25March 10, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYASPAC’s assets consist of the cash proceeds of ARYASPAC’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a the trust account (the “Trust Account”) for the benefit of ARYASPAC, certain of its public shareholders and the underwriters of ARYASPAC’s initial public offeringoffering (the “Trust Account”). Except Each of the Company, HoldCo and Merger Sub 2 acknowledges that it has been advised by SPAC that, except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SPAC to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if SPAC completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus, (ii) if SPAC fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to SPAC in limited amounts to permit SPAC to pay the costs and expenses of its liquidation and dissolution, and then to SPAC’s public shareholders and (iii) if SPAC holds a shareholder vote to amend SPAC’s amended and restated memorandum and articles of association to modify the substance or timing of the obligation to redeem 100% of SPAC Ordinary Shares if SPAC fails to complete a Business Combination within the allotted time period, then for the purposes set forth redemption of any SPAC Ordinary Shares properly tendered in the Final Prospectusconnection with such vote. For and in consideration of AXXX SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the InvestorCompany, on behalf of itself HoldCo and its representatives, Merger Sub 2 hereby irrevocably waives waive any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations, Contracts or agreements with SPAC; provided that (x) nothing herein shall serve to limit or prohibit the Company’s, HoldCo’s or Merger Sub 2’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 the consummation of the transactions contemplated hereby regardless (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of whether the balance of the cash remaining in the Trust Account (after giving effect to SPAC Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim arises based on contractwould not affect SPAC’s ability to fulfill its obligation to effectuate SPAC Share Redemptions, tort, equity or any other theory of legal liability; provided, however, that for fraud and (y) nothing in this Section 10 herein shall be deemed serve to limit or prohibit any claims that the InvestorCompany, HoldCo or Merger Sub 2 may have in the future against SPAC’s right, title, interest assets or claim to any monies funds that are not held in the Trust Account by virtue of its record (including any funds that have been released from the Trust Account and any assets that have been purchased or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightfunds).

Trust Account Waiver. The Investor Company acknowledges that ARYA Acquiror is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assetsBusiness Combination. The Investor Company further acknowledges that, as described in ARYA’s final the prospectus relating to its initial public offering dated February 25March 1, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYA’s Acquiror assets consist of the cash proceeds of ARYAAcquiror’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a the trust account (the “Trust Account”) for the benefit of ARYAAcquiror, certain of its public shareholders and the underwriters of ARYAAcquiror’s initial public offeringoffering (the “Trust Account”). Except The Company acknowledges that it has been advised by Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Acquiror to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if Acquiror fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s public shareholders; and (iii) if Acquiror holds a shareholder vote to amend Acquiror’s amended and restated memorandum and articles of association (A) to modify the substance or timing of its obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of its public shares if it does not complete its initial Business Combination within 24 months from the closing of Acquiror’s initial public offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, then for the purposes set forth redemption of any Acquiror Ordinary Shares properly tendered in the Final Prospectusconnection with such vote. For and in consideration of AXXX Acquiror entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Company hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations, Contracts or agreements with Acquiror; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated hereby regardless (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of whether the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim arises based on contractwould not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, tort, equity or any other theory of legal liability; provided, however, that for actual fraud and (y) nothing in this Section 10 herein shall be deemed serve to limit or prohibit any claims that the InvestorCompany may have in the future against Acquiror’s right, title, interest assets or claim to any monies funds that are not held in the Trust Account by virtue of its record (including any funds that have been released from the Trust Account and any assets that have been purchased or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightfunds).

Trust Account Waiver. The Investor acknowledges that ARYA Sandbridge is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA Sandbridge and one or more businesses or assets. The Investor further acknowledges that, as described in ARYASandbridge’s final prospectus relating to its initial public offering dated February 25September 14, 2021 2020 (the “Final IPO Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYASandbridge’s assets consist of the cash proceeds of ARYASandbridge’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYASandbridge, its public shareholders stockholders and the underwriters of ARYASandbridge’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Sandbridge to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final IPO Prospectus. For and in consideration of AXXX Sandbridge entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 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 publicly traded shares of Class A Shares acquired in an open market transactionStock currently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such shares of Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021Stock, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates Sandbridge to not exercise such redemption right.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA NETC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA NETC and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYANETC’s final prospectus relating to its initial public offering dated February 25November 16, 2021 (the “Final Prospectus”) ), available at wxx.xxx.xxx, substantially all of ARYANETC’s assets consist of the cash proceeds of ARYA’s its initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYANETC, its public shareholders stockholders and the underwriters of ARYA’s its initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA NETC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX NETC and the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the InvestorSubscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the futurefuture arising out of this Subscription Agreement, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 8 shall be deemed to limit the InvestorSubscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its the Subscriber’s record or beneficial ownership of publicly traded Class A Shares acquired in an open market transactionsecurities of NETC, pursuant including but not limited to a validly exercised any redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles securities of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightIssuer.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA the Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the Issuer and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYAthe Issuer’s final prospectus relating to its initial public offering dated February 25November 24, 2021 2020 (the “Final Prospectus”) ), available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAthe Issuer’s assets consist of the cash proceeds of ARYAthe Issuer’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAthe Issuer, its public shareholders stockholders and the underwriters of ARYAthe Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA 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 Final Prospectus. For and in consideration of AXXX the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the InvestorSubscriber, on behalf of itself and its representatives, hereby irrevocably irrevocable waives any and all right, title and interest, or any claim of any kind it has they have or may have in the futurefuture arising out of this Subscription Agreement, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 8 shall be deemed to limit the Investorany Subscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its such Subscriber’s record or beneficial ownership of publicly traded Class A Shares securities of the Issuer acquired in an open market transaction, by any means other than pursuant to a validly exercised this Subscription Agreement, including but not limited to any redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles securities of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightIssuer.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA the Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the Issuer and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYAthe Issuer’s final prospectus relating to its initial public offering dated February 2522, 2021 (the “Final February 2021 Prospectus”) ), available at wxx.xxx.xxxxxx.xxx, substantially all of ARYAthe Issuer’s assets consist of the cash proceeds of ARYAthe Issuer’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYA, its public shareholders and the underwriters of ARYA’s its initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA 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 Final February 2021 Prospectus. For and in consideration of AXXX the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the InvestorSubscriber, on behalf of itself and its affiliates and representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the futurefuture as a result of, or arising out of, this Subscription Agreement, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and 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 or Agreement, the transactions contemplated hereby or the Acquired Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, provided however, that nothing in this Section 10 7 shall be deemed to limit the Investorany Subscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its such Subscriber’s record or beneficial ownership of publicly traded Class A Shares securities of the Issuer acquired in an open market transaction, by any means other than pursuant to a validly exercised this Subscription Agreement, including but not limited to any redemption right with respect to any such Class A Shares, in accordance securities of the Issuer. Subscriber acknowledges and agrees that it shall not have any redemption rights with ARYArespect to the Acquired Shares pursuant to the Issuer’s Amended and Restated Memorandum and Articles of Association, as amended organizational documents in connection with the shareholder meeting Transactions or any other business combination, any subsequent liquidation of ARYA on February 28the Trust Account or the Issuer or otherwise. In the event Subscriber has any claim against the Issuer as a result of, 2023 and as may be subsequently amended from time to timeor arising out of, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYAthis Subscription Agreement, the Company transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely against the Issuer and its assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account. This paragraph shall survive any termination of their respective affiliates to not exercise such redemption rightthis Subscription Agreement.

Trust Account Waiver. The Investor acknowledges that ARYA is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assets. The Investor further acknowledges that, as described in ARYA’s final prospectus relating to its initial public offering dated February 25, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYA’s assets consist of the cash proceeds of ARYA’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYA, its public shareholders and the underwriters of ARYA’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX ARYA entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares outstanding on the date hereof (whether acquired in an open market transactionby the Investor prior to, on or after the date hereof), pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, Association and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption right.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYAthe Company’s final prospectus relating to its initial public offering dated February 25December 10, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAthe Company’s assets consist of the cash proceeds of ARYAthe Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAthe Company, its public shareholders stockholders and the underwriters of ARYAthe Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA 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 Final Prospectus. For and in consideration of AXXX the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Subscriber hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 7 shall be deemed to limit the InvestorSubscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its Subscriber’s record or beneficial ownership of publicly traded Class A Shares shares of the Company acquired in an open market transaction, by any means other than pursuant to a validly exercised this Subscription Agreement, including but not limited to any redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles securities of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightCompany.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA the Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the Issuer and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYAthe Issuer’s final prospectus relating to its initial public offering dated February 25October 15, 2021 2020 (the “Final October 2020 Prospectus”) ), available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAthe Issuer’s assets consist of the cash proceeds of ARYAthe Issuer’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYA, its public shareholders stockholders and the underwriters of ARYA’s its initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA 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 Final October 2020 Prospectus. For and in consideration of AXXX the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the InvestorSubscriber, on behalf of itself and its affiliates and representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the futurefuture as a result of, or arising out of, this Subscription Agreement, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and 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 or Agreement, the transactions contemplated hereby or the Acquired Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 8 shall be deemed to limit the Investorany Subscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its such Subscriber’s record or beneficial ownership of publicly traded Class A Shares securities of the Issuer acquired in an open market transaction, by any means other than pursuant to a validly exercised this Subscription Agreement, including but not limited to any redemption right with respect to any such Class A Shares, in accordance securities of the Company. Subscriber acknowledges and agrees that it shall not have any redemption rights with ARYArespect to the Acquired Shares pursuant to the Issuer’s Amended and Restated Memorandum and Articles certificate of Association, as amended incorporation in connection with the shareholder meeting Transactions or any other business combination, any subsequent liquidation of ARYA on February 28the Trust Account or the Issuer or otherwise. In the event Subscriber has any claim against the Issuer as a result of, 2023 and as may be subsequently amended from time to timeor arising out of, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYAthis Subscription Agreement, the Company transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely against the Issuer and its assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account. This paragraph shall survive any termination of their respective affiliates to not exercise such redemption rightthis Subscription Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA the Company is a blank check company with the powers and privileges to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving ARYA and with one or more businesses or assetsentities. The Investor Subscriber further acknowledges that, as described in ARYAthe Company’s final prospectus relating to its initial public offering dated February 25March 10, 2021 2016 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAthe Company’s assets consist of the cash proceeds of ARYAthe Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAthe Company, its public shareholders stockholders and the underwriters of ARYAthe Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA the Company to pay its income tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes as set forth in Section 9.1(b) of the Final ProspectusCertificate of Incorporation. For Subscriber hereby acknowledges and in consideration agrees that, except with respect to shares of AXXX entering into Class A Common Stock of the Company owned by the undersigned acquired other than pursuant to this Subscription Agreement, the receipt and sufficiency Subscriber has no right of which are hereby acknowledgedset-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies or other assets in, the InvestorTrust Account, on behalf of itself and its representatives, hereby irrevocably waives any and all rightClaim to, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in or other assets in, the Trust Account (that it may have now or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and future. Subscriber further agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription. The undersigned acknowledges and agrees that the undersigned shall not have any redemption rights with respect to the Acquired Securities pursuant to the Certificate of Incorporation in connection with any stockholder proposals related to the Transaction, any subsequent liquidation of the Trust Account or the Company or otherwise. In the event the undersigned has any Claim against the Company under this Subscription Agreement or otherwise, the transactions contemplated hereby regardless undersigned shall pursue such Claim solely against the Company and its assets held outside of whether such claim arises based on contract, tort, equity the Trust Account and not against the Trust Account or any monies or other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies assets held in the Trust Account by virtue of its record or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightAccount.

Trust Account Waiver. The Investor acknowledges that ARYA SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA SPAC and one or more businesses or assets. The Investor further acknowledges that, as described in ARYASPAC’s final prospectus relating to its initial public offering dated February 25, 2021 (the “Final IPO Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYASPAC’s assets consist of the cash proceeds of ARYASPAC’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYASPAC, its public shareholders and the underwriters underwriter(s) of ARYASPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SPAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final IPO Prospectus. For and in consideration of AXXX SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, provided that nothing in this Section 10 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 the Investor’s record or beneficial ownership of publicly traded the Class A Ordinary Shares of SPAC acquired in an open market transaction, by any means other than pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightthis Subscription Agreement.

Trust Account Waiver. The Investor acknowledges that ARYA Highland Transcend is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA Highland Transcend and one or more businesses or assets. The Investor further acknowledges that, as described in ARYAHighland Transcend’s final prospectus relating to its initial public offering dated February 25December 2, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAHighland Transcend’s assets consist of the cash proceeds of ARYAHighland Transcend’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAHighland Transcend, its public shareholders and the underwriters underwriter of ARYAHighland Transcend’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Highland Transcend to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX Highland Transcend entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 11 shall (a) serve to limit or prohibit the Investor’s right to pursue a claim against Highland Transcend for legal relief against assets held outside the Trust Account (so long as such claim would not affect Highland Transcend’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of Highland Transcend), for specific performance or other equitable relief, (b) serve to limit or prohibit any claims that the Investor may have in the future against Highland Transcend’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 Highland Transcend’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of Highland Transcend or (c) be deemed to limit the Investor’s right, title, interest or claim right to any monies held in distributions from the Trust Account by virtue in accordance with Highland Transcend’s amended and restated memorandum and articles of its record or beneficial ownership association as in effect prior to the Domestication in respect of publicly traded Class A Shares acquired in an open market transaction, by any means other than pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightthis Subscription Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA GPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA GPAC and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYAGPAC’s final prospectus relating to its initial public offering dated February 25January 13, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAGPAC’s assets consist of the cash proceeds of ARYAGPAC’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAGPAC, its public shareholders and the underwriters of ARYAGPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA GPAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX GPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the InvestorSubscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYAGPAC’s public shareholders or to the underwriters of ARYAGPAC’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account, if applicable), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 9 shall be deemed to limit the InvestorSubscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of publicly traded Class A Shares outstanding on the date hereof (whether acquired in an open market transactionby the Subscriber prior to, on or after the date hereof), pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYAGPAC’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to timeamended, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYAGPAC, dated March 2January 11, 2021, except to the extent that the Investor Subscriber has otherwise agreed in writing with ListCoGPAC, ARYA, the Company Stardust Power or any of their respective affiliates to not exercise such redemption right.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA IIAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYAIIAC’s final prospectus relating to its initial public offering dated February 25November 18, 2021 2020 (the “Final Prospectus”) ), available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAIIAC’s assets consist of the cash proceeds of ARYAIIAC’s initial public offering and a private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAIIAC, its public shareholders and the underwriters of ARYAIIAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA IIAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX IIAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the InvestorSubscriber, on behalf of itself himself or herself and its his or her representatives, hereby irrevocably irrevocable waives any and all right, title and interest, or any claim of any kind it has they have or may have in the futurefuture arising out of this Subscription Agreement, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 8 shall be deemed to limit the Investorany Subscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its such Subscriber’s record or beneficial ownership of publicly traded Class A Shares securities of IIAC acquired in an open market transaction, by any means other than pursuant to a validly exercised this Subscription Agreement, including but not limited to any redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles securities of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightCompany.

Trust Account Waiver. The Investor acknowledges that ARYA Tailwind is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA Tailwind and one or more businesses or assets. The Investor further acknowledges that, as described in ARYATailwind’s final prospectus relating to its initial public offering dated February 25September 3, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxx, substantially all of ARYATailwind’s assets consist of the cash proceeds of ARYATailwind’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYATailwind, its public shareholders and the underwriters of ARYATailwind’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Tailwind to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX Tailwind entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transactionCommon Stock currently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A SharesCommon Stock, in accordance with ARYATailwind’s Amended and Restated Memorandum and Articles Certificate of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, Incorporation and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYATailwind, dated March 2September 9, 20212020, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYATailwind, the Company or any of their respective affiliates in writing to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that ARYA is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assets. The Investor further acknowledges that, as described in ARYA’s final prospectus relating to its initial public offering dated February 25, 2021 (the “Final Prospectus”) available at wxx.xxx.xxx, substantially all of ARYA’s assets consist of the cash proceeds of ARYA’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYA, its public shareholders and the underwriters of ARYA’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting meetings of ARYA on February 28, 2023 2023, February 27, 2024 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that ARYA FLAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA FLAC and one or more businesses or assets. The Investor further acknowledges that, as described in ARYAFLAC’s final prospectus relating to its initial public offering dated February 25December 8, 2021 2020 (the “Final IPO Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAFLAC’s assets consist of the cash proceeds of ARYAFLAC’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAFLAC, its public shareholders and the underwriters of ARYAFLAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA FLAC to pay its tax obligations, if any, the cash and other assets in the Trust Account may be disbursed only for the purposes set forth in the Final IPO Prospectus. For and in consideration of AXXX New NAP and FLAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account future as a result of, or arising out of, this Subscription Agreement Agreement, in or to any monies held in the transactions contemplated hereby regardless of whether Trust Account, and agrees not to seek recourse against the Trust Account for such claim arises based on contract, tort, equity or any other theory of legal liabilitya claim; provided, however, that nothing in this Section 10 9 shall (x) serve to limit or prohibit the Investor’s right to pursue a claim against FLAC 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 Investor may have in the future against FLAC’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 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 publicly traded FLAC’s Class A Ordinary Shares acquired in an open market transactioncurrently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A Ordinary Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates FLAC to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that ARYA is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assets. The Investor further acknowledges that, as described in ARYA’s final prospectus relating to its initial public offering dated February 25August 6, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYA’s assets consist of the cash proceeds of ARYA’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYA, its public shareholders and the underwriters of ARYA’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX ARYA entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transactionother than pursuant to this Subscription Agreement, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, Association and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2August 11, 20212020, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that ARYA SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA SPAC and one or more businesses or assets. The Investor further acknowledges that, as described in ARYASPAC’s final prospectus relating to its initial public offering dated February 25November 18, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYASPAC’s assets consist of the cash proceeds of ARYASPAC’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYASPAC, its public shareholders and the underwriters of ARYASPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SPAC to pay its tax obligations, if anyobligations and to fund certain of its working capital requirements, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, representatives hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the futurefuture arising out of this Subscription Agreement, in or to any monies held in the Trust Account (or distributions therefrom to ARYASPAC’s public shareholders or to the underwriters underwriter of ARYASPAC’s initial public offering in respect of their its deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transactioncurrently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates SPAC to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that ARYA UPTD is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA UPTD and one or more businesses or assets. The Investor further acknowledges that, as described in ARYAUPTD’s final prospectus relating to its initial public offering dated February 25June 29, 2021 (the “Final IPO Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAUPTD’s assets consist of the cash proceeds of ARYAUPTD’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAUPTD, its public shareholders and the underwriters underwriter of ARYAUPTD’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA UPTD to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final IPO Prospectus. For and in consideration of AXXX UPTD entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, provided that nothing in this Section 10 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 the Investor’s record or beneficial ownership of publicly traded Class A Shares ordinary shares of UPTD acquired in an open market transaction, by any means other than pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightthis Subscription Agreement.

Trust Account Waiver. The Investor acknowledges that ARYA SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA SPAC and one or more businesses or assets. The Investor further acknowledges that, as described in ARYASPAC’s final prospectus relating to its initial public offering dated February 2511, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYASPAC’s assets consist of the cash proceeds of ARYASPAC’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYASPAC, its public shareholders and the underwriters of ARYASPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SPAC to pay its tax obligations, if anyobligations and to fund certain of its working capital requirements, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transactionshares of SPAC currently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles shares of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021SPAC, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates SPAC to not exercise such redemption right.

Trust Account Waiver. The Investor Existing Shareholder acknowledges that ARYA HPX is a blank check company with the powers and privileges necessary or convenient to effect the conduct, promotion or attainment of the business or purposes of HPX, including, but not limited to effecting a merger, asset acquisition, reorganization or similar business combination involving ARYA HPX and one or more businesses or assets. The Investor Existing Shareholder further acknowledges that, as described in ARYAHPX’s final prospectus relating to its initial public offering dated February 25July 15, 2021 2020 (the “Final IPO Prospectus”) available at wxx.xxx.xxx, substantially all of ARYAHPX’s assets consist of the cash proceeds of ARYAHPX’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAHPX, its public shareholders and the underwriters of ARYAHPX’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA HPX to pay its tax obligations, if any, and for working capital, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final IPO Prospectus. For and in consideration of AXXX entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, The Existing Shareholder hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contractAgreement, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 8 shall be deemed to limit the InvestorExisting Shareholder’s right, title, interest or claim to any monies held in the Trust Account by virtue of its the Existing Shareholder’s record or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A HPX Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption right.

Trust Account Waiver. The Investor Company acknowledges that ARYA HTP is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assetsBusiness Combination. The Investor Company further acknowledges that, as described in ARYA’s final the prospectus relating to its initial public offering dated February 25December 2, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxx), substantially all of ARYAHTP’s assets consist of the cash proceeds of ARYAHTP’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) Account for the benefit of ARYAHTP, certain of its public shareholders and the underwriters of ARYAHTP’s initial public offering. Except The Company acknowledges that it has been advised by HTP that, except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA HTP to pay its tax obligations, if anyincome and franchise Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only for (a) if HTP completes the purposes set forth transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Final Prospectus; and (b) if HTP fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement and the HTP Governing Document, to HTP to permit HTP to pay the costs and expenses of its dissolution, and then to HTP’s public shareholders. For and in consideration of AXXX HTP entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Company hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations, contracts or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity agreements with HTP or any other theory of legal liabilityPerson; provided, however, that nothing in this Section 10 8.04 shall amend, limit, alter, change, supersede or otherwise modify the right of the Company or the Holder Representative 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 HTP, or any of its successors or assigns, for any breach of this Agreement (but such claim shall not be deemed to limit the Investor’s right, title, interest or claim to any monies held in against the Trust Account by virtue or any funds distributed from the Trust Account to holders of its record or beneficial ownership of publicly traded Class A HTP Ordinary Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, HTP Governing Document and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightAgreement).

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA the Company is a blank check company with the powers and privileges to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving ARYA and with one or more businesses or assetsentities. The Investor Subscriber further acknowledges that, as described in ARYAthe Company’s final prospectus relating to its initial public offering dated February 25March 10, 2021 2016 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAthe Company’s assets consist of the cash proceeds of ARYAthe Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAthe Company, its public shareholders stockholders and the underwriters of ARYAthe Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA the Company to pay its income tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes as set forth in Section 9.1(b) of the Final ProspectusCompany’s Amended and Restated Certificate of Incorporation, dated March 10, 2016. For Subscriber hereby acknowledges and in consideration agrees that, except with respect to shares of AXXX entering into Class A Common Stock of the Company owned by the undersigned acquired other than pursuant to this Subscription Agreement, the receipt and sufficiency Subscriber has no right of which are hereby acknowledgedset-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies or other assets in, the InvestorTrust Account, on behalf of itself and its representatives, hereby irrevocably waives any and all rightClaim to, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in or other assets in, the Trust Account (that it may have now or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and future. Subscriber further agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Subscription. The undersigned acknowledges and agrees that the undersigned shall not have any redemption rights with respect to the Acquired Securities pursuant to the Company’s Certificate of Incorporation in connection with any stockholder proposals related to the Transaction, any subsequent liquidation of the Trust Account or the Company or otherwise. In the event the undersigned has any Claim against the Company under this Agreement or otherwise, the transactions contemplated hereby regardless undersigned shall pursue such Claim solely against the Company and its assets held outside of whether such claim arises based on contract, tort, equity the Trust Account and not against the Trust Account or any monies or other theory of legal liability; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim to any monies assets held in the Trust Account by virtue of its record or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightAccount.

Trust Account Waiver. The Investor Grantee acknowledges that ARYA PFDR is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA PFDR and one or more businesses or assets. The Investor Grantee further acknowledges that, as described in ARYAPFDR’s final prospectus relating to its initial public offering dated February 2516, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAPFDR’s assets consist of the cash proceeds of ARYAPFDR’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAPFDR, its public shareholders and the underwriters of ARYAPFDR’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA PFDR to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX PFDR entering into this Subscription Equity Grant Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Grantee hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightEquity Grant Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA IIAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the Company and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYAIIAC’s final prospectus relating to its initial public offering dated February 25November 18, 2021 2020 (the “Final Prospectus”) ), available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAIIAC’s assets consist of the cash proceeds of ARYAIIAC’s initial public offering and a private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAIIAC, its public shareholders and the underwriters of ARYAIIAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA IIAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX IIAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the InvestorSubscriber, on behalf of itself and its representatives, hereby irrevocably irrevocable waives any and all right, title and interest, or any claim of any kind it has they have or may have in the futurefuture arising out of this Subscription Agreement, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 8 shall be deemed to limit the Investorany Subscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its such Subscriber’s record or beneficial ownership of publicly traded Class A Shares securities of IIAC acquired in an open market transaction, by any means other than pursuant to a validly exercised this Subscription Agreement, including but not limited to any redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles securities of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightCompany.

Trust Account Waiver. The Investor Company acknowledges that ARYA Acquiror is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assetsBusiness Combination. The Investor Company further acknowledges that, as described in ARYA’s final the prospectus relating to its initial public offering dated February 25November 23, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxx, substantially all of ARYA’s Acquiror assets consist of the cash proceeds of ARYAAcquiror’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAAcquiror, certain of its public shareholders and the underwriters of ARYAAcquiror’s initial public offeringoffering (the “Trust Account”). Except The Company acknowledges that, except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Acquiror to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions that constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if Acquiror fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s public shareholders; and (iii) if Acquiror holds a shareholder vote to amend Acquiror’s Governing Documents to modify the substance or timing of the obligation to redeem 100% of the Acquiror Ordinary Shares if Acquiror fails to complete a Business Combination within the allotted time period, then for the purposes set forth redemption of any Acquiror Ordinary Shares properly tendered in the Final Prospectusconnection with such vote. For and in consideration of AXXX Acquiror entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Company hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account (or including any distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), therefrom) and agrees agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations, Contracts or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityagreements with Acquiror; provided, however, that nothing in this Section 10 herein shall be deemed serve to limit or prohibit the InvestorCompany’s rightright to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, title, interest for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to any monies held specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account by virtue of its record or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant (after giving effect to a validly exercised redemption right with respect the Acquiror Share Redemptions) to any such Class A Shares, Acquiror in accordance with ARYAthe terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s Amended ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for actual fraud. The Company agrees and Restated Memorandum acknowledges that such irrevocable waiver is material to this Agreement and Articles specifically relied upon by Acquiror to induce it to enter in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent the Company commences any action or proceeding based upon, in connection with, relating to or arising out of Associationany matter relating to Acquiror, as amended which proceeding seeks, in whole or in part, monetary relief against Acquiror, the Company 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 the Company (or any party claiming on the Company’s behalf or in lieu of the Company) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Acquiror Shareholders, whether in the form of money damages or injunctive relief, Acquiror shall be entitled to recover from the Company the associated legal fees and costs in connection with any such action, in the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed event Acquiror prevails in writing with ListCo, ARYA, the Company such action or any of their respective affiliates to not exercise such redemption rightproceeding.

Trust Account Waiver. The Investor acknowledges that ARYA Rosecliff is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA Rosecliff and one or more businesses or assets. The Investor further acknowledges that, as described in ARYARosecliff’s final prospectus relating to its initial public offering dated February 2511, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxvia the SEC’s XXXXX system, substantially all of ARYARosecliff’s assets consist of the cash proceeds of ARYARosecliff’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYARosecliff, its public shareholders and the underwriters underwriter of ARYARosecliff’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Rosecliff to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX Rosecliff and HoldCo entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in disbursed from the Trust Account), and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 11 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 publicly traded any shares of Class A Shares acquired in an open market transactioncommon stock, par value $0.0001 per share, of Rosecliff currently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such shares of Class A Sharescommon stock, in accordance with ARYARosecliff’s Amended and Restated Memorandum and Articles Certificate of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, Incorporation and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYARosecliff, dated March 2February 11, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCoRosecliff, ARYA, the Company HoldCo or any of their respective affiliates to not exercise such redemption right.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA the Issuer is a blank check company with the powers and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving ARYA the Issuer and one or more businesses or assetsbusinesses. The Investor Subscriber further acknowledges that, as described in ARYAthe Issuer’s final prospectus relating to its initial public offering dated February 25June 7, 2021 (the “Final Prospectus”) 2018, available at wxx.xxx.xxx, substantially all of ARYAthe Issuer’s assets consist of the cash proceeds of ARYAthe Issuer’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAthe Issuer, its public shareholders stockholders and the underwriters of ARYAthe Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the InvestorSubscriber, on behalf of itself and its affiliates and representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the futurefuture as a result of, or arising out of, this Subscription Agreement, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and 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 or Agreement, the transactions contemplated hereby or the Acquired 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 Acquired Shares pursuant to the Issuer’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account or the Issuer or otherwise. In the event Subscriber has any claim against the Issuer 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 Issuer and its assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account; provided, however, that nothing in this Section 10 7 shall be deemed to limit the InvestorSubscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its Subscriber’s record or beneficial ownership of publicly traded Class A Shares of the Issuer acquired in an open market transaction, by any means other than pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightthis Subscription Agreement.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA SBEA is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA SBEA and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYASBEA’s final prospectus relating to its initial public offering dated February 25, 2021 (the “Final Prospectus”) available at wxx.xxx.xxx2021, substantially all of ARYASBEA’s assets consist of the cash proceeds of ARYASBEA’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a the trust account (the “Trust Account”) for the benefit of ARYASBEA, certain of its public shareholders stockholders and the underwriters of ARYASBEA’s initial public offeringoffering pursuant to a trust agreement (the “Trust Agreement”). Except The Subscriber acknowledges that it has been advised by SBEA that, except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SBEA to pay its franchise tax, income tax or other tax obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if SBEA completes an initial business combination, then to those persons and in such amounts as required by the terms and conditions of such transaction, (b) if SBEA fails to complete an initial business combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement and applicable law, to SBEA in limited amounts to permit SBEA to pay applicable taxes and the costs and expenses of its liquidation and dissolution, and then SBEA’s public stockholders, and (c) if SBEA holds a stockholder vote to amend SBEA’s amended and restated certificate of incorporation (A) to modify the substance or timing of SBEA’s obligation to allow redemption in connection with SBEA’s initial business combination or to redeem one hundred percent (100%) of the outstanding shares of Class A Common Stock if SBEA does not complete an initial business combination within the allocated time period or (B) with respect to any other provisions relating to the rights of holders of Class A Common Stock or pre-initial business combination activity, then for the purposes set forth redemption of any Class A Common Stock properly tendered in the Final Prospectusconnection with such vote. For and in consideration of AXXX SBEA entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Subscriber hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has or may have in the future, future in or to any monies held in the Trust Account (or and distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account or any funds distributed therefrom whether or not as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or for any other theory of legal liability; reason; provided, however, that nothing in this Section 10 shall be deemed (a) serve to limit the Investoror prohibit Subscriber’s right, title, interest or claim to any monies held a pro rata interest in the Trust Account by virtue of its the Subscriber’s record or beneficial ownership of publicly traded Class A Shares Common Stock acquired in an open market transaction, by any means other than pursuant to a this Subscription Agreement and validly exercised redeemed or (b) be deemed to limit Subscriber’s right to exercise any redemption right rights with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Common Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightowned by Subscriber.

Trust Account Waiver. The Investor acknowledges that ARYA SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA SPAC and one or more businesses or assets. The Investor further acknowledges that, as described in ARYASPAC’s final prospectus relating to its initial public offering dated February 25October 6, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxx, substantially all of ARYASPAC’s assets consist of the cash proceeds of ARYASPAC’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYASPAC, its public shareholders and the underwriters of ARYASPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SPAC to pay its tax obligations, if anyobligations and to fund certain of its working capital requirements, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares (x) acquired in an open market transactionby any means other than pursuant to this Subscription Agreement or (y) currently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates SPAC to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that ARYA CSLM Delaware is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA CSLM Delaware and one or more businesses or assets. The Investor further acknowledges that, as described in ARYACSLM Delaware’s final prospectus relating to its initial public offering dated February 25January 12, 2021 2022 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYACSLM Delaware’s assets consist of the cash proceeds of ARYACSLM Delaware’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYACSLM Delaware, its public shareholders and the underwriters of ARYACSLM Delaware’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA CSLM Delaware to pay its tax obligations, if anyobligations (and up to $100,000 to pay dissolution expenses), the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX CSLM Delaware entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its affiliates and representatives, notwithstanding anything to the contrary in this Subscription Agreement, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYACSLM Delaware’s public shareholders or to the underwriters of ARYACSLM Delaware’s initial public offering in respect of their deferred underwriting commissions held in the Trust AccountAccount (“Public Distributions”)), and agrees not to seek recourse against the Trust Account or Public Distributions for any reason whatsoever (regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription Agreement or the transactions contemplated hereby any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability); provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transactioncurrently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates CSLM Delaware 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 CSLM Delaware and its affiliates to induce CSLM Delaware to enter in 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 and representatives under applicable law. Notwithstanding anything to the contrary 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 Investor acknowledges that ARYA SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA SPAC and one or more businesses or assets. The Investor further acknowledges that, as described in ARYASPAC’s final prospectus relating to its initial public offering dated February 25November 9, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYASPAC’s assets consist of the cash proceeds of ARYASPAC’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYASPAC, its public shareholders and the underwriters of ARYASPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SPAC to pay its tax obligations, if anyobligations and to fund certain of its working capital requirements, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, hereby Investor irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 11 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 publicly traded Class A Shares acquired in an open market transactionshares of SPAC currently outstanding on the date of this Subscription Agreement, pursuant to under a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles shares of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021SPAC, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates SPAC to not exercise such redemption right.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA the Issuer is a blank check check, special purpose acquisition company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the Issuer and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYAthe Issuer’s final prospectus relating to its initial public offering dated February 25, 2021 (the “Final Prospectus”) ), available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAthe Issuer’s assets consist of the cash proceeds of ARYAthe Issuer’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAthe Issuer, its public shareholders stockholders and the underwriters of ARYAthe Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA the Issuer to pay its tax obligations, if any, the cash funds and other assets in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Subscriber hereby irrevocably waives any and all right, title and interest, or and any claim claims of any kind it any of them has or may have in the futurefuture have, in any case arising out of this Subscription Agreement, in or to any monies held in the Trust Account (funds or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions other assets held in the Trust Account), and agrees not to seek recourse against the Trust Account or the funds or assets held therein as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 9 shall (x) 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) 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 (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 the Investor’s any right, title, interest or claim of Subscriber to any monies held funds or other assets in the Trust Account by virtue of its such Subscriber’s record or beneficial ownership of publicly traded Class A Shares securities of the Issuer acquired in an open market transaction, by any means other than pursuant to a validly exercised this Subscription Agreement, including but not limited to any redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles securities of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightIssuer.

Trust Account Waiver. The Investor acknowledges that ARYA Globis is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA Globis and one or more businesses or assets. The Investor further acknowledges that, as described in ARYAGlobis’s final prospectus relating to its initial public offering dated February 25December 10, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxx, substantially all of ARYAGlobis’s assets consist of the cash proceeds of ARYAGlobis’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAGlobis, its public shareholders and the underwriters of ARYAGlobis’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Globis to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX Globis entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transactionshares of common stock of Globis currently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles shares of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021common stock, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates Globis to not exercise such redemption right.

Trust Account Waiver. The Investor Company acknowledges that ARYA Acquiror is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assetsBusiness Combination. The Investor Company further acknowledges that, as described in ARYA’s final the prospectus relating to its initial public offering dated February 25December 7, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYA’s Acquiror assets consist of the cash proceeds of ARYAAcquiror’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a the trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) for the benefit of ARYA). The Company acknowledges that it has been advised by Acquiror that, its public shareholders and the underwriters of ARYA’s initial public offering. Except except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Acquiror to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes an initial business combination, then to those Persons and in such amounts as described in the Prospectus, (ii) if Acquiror fails to complete an initial business combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s public stockholders, and (iii) if Acquiror holds a stockholder vote to amend Acquiror’s second amended and restated articles of incorporation to modify the substance or timing of the obligation to redeem 100% of Acquiror Class A Common Stock if Acquiror fails to complete an initial business combination within the allotted time period, then for the purposes set forth redemption of any Acquiror Class A Common Stock properly tendered in the Final Prospectusconnection with such vote. For and in consideration of AXXX Acquiror entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Company hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations, Contracts or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityagreements with Acquiror; provided, however, that (x) nothing in this Section 10 herein shall be deemed serve to limit or prohibit the InvestorCompany’s rightright to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, titlefor specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror 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 the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, interest or claim for fraud and (y) nothing herein shall serve to limit or prohibit any monies claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account by virtue of its record (including any funds that have been released from the Trust Account and any assets that have been purchased or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightfunds).

Trust Account Waiver. The Investor Each Purchaser acknowledges that ARYA SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assetsthe Mergers. The Investor Each Purchaser further acknowledges acknowledge that, as described in ARYA’s final the prospectus relating to its initial public offering dated February 2512, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYASPAC’s assets consist of the cash proceeds of ARYASPAC’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a the trust account for the benefit of SPAC, certain of its public stockholders and the underwriters of SPAC’s initial public offering (the “Trust Account”) for the benefit of ARYA). Each Purchaser acknowledges that it has been advised by SPAC that, its public shareholders and the underwriters of ARYA’s initial public offering. Except except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SPAC to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if SPAC completes the Mergers, then to those Persons (as defined in the Merger Agreement) and in such amounts as described in the Prospectus; (b) if SPAC fails to complete the Mergers within the allotted time period and liquidates, subject to the terms of the Investment Management Trust Agreement, dated as of April 21, 2020, between SPAC and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”) (the “Trust Agreement”) to SPAC in limited amounts to permit SPAC to pay the costs and expenses of its liquidation and dissolution, and then to SPAC’s public stockholders; and (c) if SPAC holds a shareholder vote to amend SPAC’s amended and restated memorandum and articles of association to modify the substance or timing of the obligation to redeem 100% of the Class A common stock if SPAC fails to complete the Mergers within the allotted time period, then for the purposes set forth redemption of any of the Class A common stock properly tendered in the Final Prospectusconnection with such vote. For and in consideration of AXXX the Company and SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, each Purchaser hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations or contracts with the SPAC; provided, that (x) nothing herein shall serve to limit or prohibit such Purchaser’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 the consummation of the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that by the Merger Agreement or for fraud and (y) nothing in this Section 10 herein shall be deemed serve to limit or prohibit any claims that the InvestorPurchasers may have in the future against the Company or SPAC’s right, title, interest assets or claim to any monies funds that are not held in the Trust Account by virtue of its record (including any funds that have been released from the Trust Account and any assets that have been purchased or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles funds). This Section 10.11 shall survive the termination of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust this Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or for any of their respective affiliates to not exercise such redemption rightreason.

Trust Account Waiver. The Investor Each of Embraer, EAH and the Company acknowledges that ARYA Zanite is a blank check company with the powers and privileges to effect a mergerBusiness Combination. Each of Embraer, asset acquisition, reorganization or similar business combination involving ARYA EAH and one or more businesses or assets. The Investor the Company further acknowledges that, as described in ARYA’s final the prospectus relating to its initial public offering dated February 25November 16, 2021 2020 (the “Final Zanite Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYA’s Zanite assets consist of the cash proceeds of ARYAZanite’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a trust account for the benefit of Zanite, certain of its public stockholders and the underwriters of Zanite’s initial public offering (the “Trust Account”) for the benefit ). Each of ARYAEmbraer, its public shareholders EAH and the underwriters of ARYA’s initial public offering. Except Company acknowledges that it has been advised by Zanite that, except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Zanite to pay its tax obligations, if anyTaxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Zanite completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Zanite Prospectus; (ii) if Zanite fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Zanite in limited amounts to permit Zanite to pay the costs and expenses of its liquidation and dissolution, and then to Zanite’s public stockholders; and (iii) if Zanite holds a stockholder vote to amend Zanite’s amended and restated certificate of incorporation to modify the substance or timing of the obligation to redeem 100% of Zanite Common Stocks if Zanite fails to complete a Business Combination within the allotted time period or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, then for the purposes set forth redemption of any Zanite Common Stocks properly tendered in the Final Prospectusconnection with such vote. For and in consideration of AXXX Zanite entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, each of Embraer, EAH and the Investor, on behalf of itself and its representatives, Company hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations, Contracts or agreements with Zanite; provided that (x) nothing herein shall serve to limit or prohibit any of Embraer’s, EAH’s or the transactions contemplated hereby regardless Company’s right to pursue a claim against Zanite for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of whether the Transactions (including a claim for Zanite 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 Zanite Share Redemptions) to Zanite in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim arises based on contractwould not affect Zanite’s ability to fulfill its obligation to effectuate Zanite Share Redemptions, tort, equity or any other theory of legal liability; provided, however, that for Fraud and (y) nothing in this Section 10 herein shall be deemed serve to limit or prohibit any claims that Embraer’s, EAH’s or the InvestorCompany may have in the future against Zanite’s right, title, interest assets or claim to any monies funds that are not held in the Trust Account by virtue of its record (including any funds that have been released from the Trust Account and any assets that have been purchased or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightfunds).

Trust Account Waiver. The Investor Each Subscriber acknowledges that ARYA the Company is a blank check company with formed for the powers and privileges to effect purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving ARYA and with one or more businesses or assetsbusinesses. The Investor Each Subscriber further acknowledges that, as described in ARYAthe Company’s final prospectus relating prospectus, dated November 21, 2019, related to its initial public offering dated February 25, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAthe Company’s assets consist of the cash proceeds of ARYAthe Company’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAthe Company, its public shareholders and the underwriters of ARYAthe Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA 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 Final Prospectus. For and in consideration of AXXX the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investoreach Subscriber, severally and not jointly, on behalf of itself and its representativesRepresentatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, in or to any monies held in the Trust Account (Account, provided, however, that nothing in this Section 7 shall be deemed to limit any Subscriber’s right, title, interest or distributions therefrom to ARYA’s public shareholders or claim to the underwriters Trust Account by virtue of ARYAsuch Subscriber’s initial public offering in 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 their deferred underwriting commissions held in the Trust Account)Company, and 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 or Agreement, the transactions contemplated hereby or the Acquired Securities regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, . Each Subscriber acknowledges and agrees that nothing in this Section 10 it shall be deemed to limit the Investor’s right, title, interest or claim to not have any monies held in the Trust Account by virtue of its record or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right rights with respect to any such Class A Shares, in accordance with ARYAthe Acquired Securities pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, as amended organizational documents in connection with the shareholder meeting Transaction or any other business combination, any subsequent liquidation of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYAAccount, the Company or otherwise. In the event a Subscriber has any of their respective affiliates to claim against the Company as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Securities, it shall pursue such claim solely against the Company and its assets outside the Trust Account and not exercise such redemption rightagainst the Trust Account or any monies or other assets in the Trust Account.

Trust Account Waiver. The Investor acknowledges that ARYA ACON is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA ACON and one or more businesses or assets. The Investor further acknowledges that, as described in ARYAACON’s final prospectus relating to its initial public offering dated February 25September 16, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAACON’s assets consist of the cash proceeds of ARYAACON’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAACON, its public shareholders and the underwriters of ARYAACON’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA ACON to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX ACON entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account Account, as a result of, of or arising out of, of this Subscription Agreement or the transactions contemplated hereby hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transaction, by means other than pursuant to a validly this Subscription Agreement, including pursuant to an exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYAACON, the Company or any of their respective affiliates to not exercise such redemption right.

Trust Account Waiver. The Investor Company acknowledges that ARYA Acquiror is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assetsBusiness Combination. The Investor Company further acknowledges that, as described in ARYA’s final the prospectus relating to its initial public offering dated February 25December 14, 2021 2020 (the “Final KINS IPO Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYA’s Acquiror assets consist of the cash proceeds of ARYAAcquiror’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a the trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) for the benefit of ARYA). The Company acknowledges that it has been advised by Acquiror that, its public shareholders and the underwriters of ARYA’s initial public offering. Except except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Acquiror to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the KINS IPO Prospectus; (ii) if Acquiror fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s public stockholders; and (iii) if Acquiror holds a stockholder vote to amend Acquiror’s amended and restated certificate of incorporation to modify the substance or timing of the obligation to allow redemption in connection with a Business Combination or to redeem 100% of Acquiror Common Stock if Acquiror fails to complete a Business Combination within the allotted time period, then for the purposes set forth redemption of any Acquiror Common Stock properly tendered in the Final Prospectusconnection with such vote. For and in consideration of AXXX Acquiror entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Company hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations, Contracts or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityagreements with Acquiror; provided, however, that (x) nothing in this Section 10 herein shall be deemed serve to limit or prohibit the InvestorCompany’s rightright to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, titlefor specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror 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 the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, interest or claim for fraud and (y) nothing herein shall serve to limit or prohibit any monies claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account by virtue of its record (including any funds that have been released from the Trust Account and any assets that have been purchased or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightfunds).

Trust Account Waiver. The Investor Company acknowledges that ARYA Bright Lights is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assetsBusiness Combination. The Investor Company further acknowledges that, as described in ARYA’s final the prospectus relating to its initial public offering dated February 25January 6, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYA’s Bright Lights assets consist of the cash proceeds of ARYA’s Bright Lights’ initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a the trust account for the benefit of Bright Lights, certain of its public stockholders and the underwriters of Bright Lights’ initial public offering (the “Trust Account”) for the benefit of ARYA). The Company acknowledges that it has been advised by Bright Lights that, its public shareholders and the underwriters of ARYA’s initial public offering. Except except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Bright Lights to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Bright Lights completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if Bright Lights fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Bright Lights in limited amounts to permit Bright Lights to pay the costs and expenses of its liquidation and dissolution, and then to Bright Lights’ public stockholders; and (iii) if Bright Lights holds a shareholder vote to amend Bright Lights’ amended and restated certificate of incorporation to modify the substance or timing of the obligation to allow redemption in connection with a Business Combination or to redeem 100% of Bright Lights Common Stock if Bright Lights fails to complete a Business Combination within the allotted time period, then for the purposes set forth redemption of any Bright Lights Common Stock properly tendered in the Final Prospectusconnection with such vote. For and in consideration of AXXX Bright Lights entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Company hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations, Contracts or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityagreements with Bright Lights; provided, however, that (x) nothing in this Section 10 herein shall be deemed serve to limit or prohibit the InvestorCompany’s rightright to pursue a claim against Bright Lights for legal relief against monies or other assets held outside the Trust Account, titlefor specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Bright Lights 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 the Bright Lights Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Bright Lights’ ability to fulfill its obligation to effectuate the Bright Lights Share Redemptions, interest or claim for fraud and (y) nothing herein shall serve to limit or prohibit any monies claims that the Company may have in the future against Bright Lights’ assets or funds that are not held in the Trust Account by virtue of its record (including any funds that have been released from the Trust Account and any assets that have been purchased or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightfunds).

Trust Account Waiver. The Investor Company acknowledges that ARYA Buyer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assetsBusiness Combination. The Investor Company further acknowledges that, as described in ARYA’s final the prospectus relating to its initial public offering dated February 25January 19, 2021 2018 (the “Final Prospectus”) available as part of the Buyer Reports at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYABuyer’s assets consist of the cash proceeds of ARYABuyer’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) Account for the benefit of ARYABuyer, certain of its public shareholders and the underwriters of ARYABuyer’s initial public offering. Except The Company acknowledges that it has been advised by Buyer that, except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Buyer to pay its tax obligations, if anyIncome Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only for (i) if Buyer completes the purposes set forth transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Final ProspectusProspectus; and (ii) if Buyer fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Buyer in limited amounts to permit Buyer to pay the costs and expenses of its liquidation and dissolution, and then to Buyer’s public shareholders. For and in consideration of AXXX Buyer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Company hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations, contracts or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityagreements with Buyer; provided, however, that nothing in this Section 10 11.18 shall amend, limit, alter, change, supersede or otherwise modify the right of Seller and the Company to (a) bring any action or actions for specific performance, injunctive and/or other equitable relief (including, subject to Section 11.15, the right of the Company to compel specific performance by Buyer of its obligations under this Agreement) or (b) bring or seek a claim for damages against Buyer, or any of its successors or assigns, for any breach of this Agreement (but such claim shall not be deemed to limit the Investor’s right, title, interest or claim to any monies held in against the Trust Account by virtue or any funds distributed from the Trust Account to holders of its record or beneficial ownership of publicly traded Class A Buyer Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Buyer Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, Association and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightAgreement).

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA SPAC 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 ARYA SPAC and one or more businesses or assetsentities. The Investor Subscriber further acknowledges that, as described in ARYASPAC’s final prospectus relating to its initial public offering prospectus, dated February 25January 15, 2021 (the “Final Prospectus”) ), available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYASPAC’s assets consist of the cash proceeds of ARYASPAC’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYASPAC, its public shareholders and the underwriters of ARYASPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SPAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the InvestorSubscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has they have or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 8 shall be deemed to limit the InvestorSubscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its Subscriber’s record or beneficial ownership of publicly traded Class A Shares acquired shares in an open market transactionSPAC, pursuant to a validly exercised redemption right with respect to any such Class A Shares, shares in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021SPAC, except to the extent that the Investor Subscriber has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates SPAC to not exercise such redemption right.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA the Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA the Issuer and one or more businesses or assets. The Investor Subscriber further acknowledges that, as described in ARYAthe Issuer’s final prospectus relating to its initial public offering dated February July 25, 2021 2019 (the “Final Prospectus”) ), available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAthe Issuer’s assets consist of the cash proceeds of ARYAthe Issuer’s initial public offering and private placement placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAthe Issuer, its public shareholders stockholders and the underwriters of ARYAthe Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA 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 Final Prospectus. For and in consideration of AXXX the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the InvestorSubscriber, on behalf of itself and its representatives, hereby irrevocably irrevocable waives any and all right, title and interest, or any claim of any kind it has they have or may have in the futurefuture arising out of this Subscription Agreement, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 8 shall be deemed to limit the Investorany Subscriber’s right, title, interest or claim to any monies held in the Trust Account by virtue of its such Subscriber’s record or beneficial ownership of publicly traded Class A Shares securities of the Issuer acquired in an open market transaction, by any means other than pursuant to a validly exercised this Subscription Agreement, including but not limited to any redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles securities of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightIssuer.

Trust Account Waiver. The Investor acknowledges Each of the Members and the Company acknowledge that ARYA Acquiror is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA Business Combination. Each of the Members and one or more businesses or assets. The Investor the Company further acknowledges acknowledge that, as described in ARYA’s final the prospectus relating to its initial public offering dated February 25March 11, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYA’s Acquiror assets consist of the cash proceeds of ARYAAcquiror’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a the trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) for ). Each of the benefit of ARYA, its public shareholders Members and the underwriters of ARYA’s initial public offering. Except Company acknowledge that it has been advised by Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Acquiror to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if Acquiror fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s public stockholders; and (iii) if Acquiror holds a stockholder vote to amend Acquiror’s amended and restated certificate of incorporation to modify the substance or timing of the obligation to allow redemption in connection with a Business Combination or to redeem 100% of Acquiror Common Stock if Acquiror fails to complete a Business Combination within the allotted time period, then for the purposes set forth redemption of any Acquiror Common Stock properly tendered in the Final Prospectusconnection with such vote. For and in consideration of AXXX Acquiror entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, each of the Investor, on behalf of itself Members and its representatives, the Company hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations, Contracts or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityagreements with Acquiror; provided, however, that (x) nothing in this Section 10 herein shall be deemed serve to limit or prohibit a Member’s or the InvestorCompany’s rightright to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, titlefor specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror 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 the Acquiror Share Redemptions) to a Member or the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, interest or claim for fraud and (y) nothing herein shall serve to limit or prohibit any monies claims that a Member or the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account by virtue of its record (including any funds that have been released from the Trust Account and any assets that have been purchased or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightfunds).

Trust Account Waiver. The Investor Seller Parent acknowledges and agrees that ARYA Landcadia is a blank check company with the powers power and privileges to effect a merger, asset acquisition, reorganization or similar business combination Business Combination involving ARYA the Company and one or more businesses or assets. The Investor further Seller Parent acknowledges that, as described in ARYAand agrees that Landcadia’s final prospectus relating to its initial public offering dated February 25, 2021 (the “Final Prospectus”) available at wxx.xxx.xxx, substantially all of ARYA’s sole assets consist of the cash proceeds of ARYALandcadia’s initial public offering and private placement placements of its securities, and that substantially all of those these proceeds have been deposited in a trust account (the “Trust Account”) Account for the benefit of ARYA, its public shareholders and the underwriters of ARYA’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectusstockholders. For and in consideration of AXXX Landcadia entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself Seller Parent and its representatives, Representatives do hereby irrevocably waives waive any and all right, title and interesttitle, interest or any claim of any kind they have or may have in the future in or to any monies in the Trust Account, and waives any claim it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity Transaction or any other theory of legal liability; providednegotiations, howeverContracts or agreements with Landcadia, that nothing in this Section 10 and Seller Parent shall be deemed to limit the Investor’s rightnot, titleand shall cause its Representatives not to, interest or claim to any monies held in seek recourse against the Trust Account by virtue of its record or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, for any reason whatsoever (it being clarified that such waiver shall not apply following the Closing to the Trust Account funds that are released from the Trust Account pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except Section 5.13). Notwithstanding anything to the extent that the Investor has otherwise agreed in writing with ListCocontrary contained herein, ARYAfor purposes of this Section 8.17, the Company Landcadia shall not be deemed an Affiliate or any Representative of their respective affiliates to not exercise such redemption rightSeller Parent.

Trust Account Waiver. The Investor acknowledges that ARYA SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA SPAC and one or more businesses or assets. The Investor further acknowledges that, as described in ARYAthe SPAC’s final prospectus relating to its initial public offering dated February 25September 23, 2021 (the “Final Prospectus”) available at wxx.xxx.xxx), substantially all of ARYASPAC’s assets consist of the cash proceeds of ARYASPAC’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYASPAC, its public shareholders stockholders and the underwriters of ARYASPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA to pay its tax obligations, if any, the The cash in the Trust Account may be disbursed only for the purposes set forth in the Final Prospectus. For and in consideration of AXXX SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, representatives hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYASPAC’s public shareholders stockholders or to the underwriters of ARYASPAC’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAccount; provided, however, that nothing in this Section 10 8 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 publicly traded DSAQ Class A Shares acquired in an open market transactioncurrently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021shares, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates SPAC to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that ARYA SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA SPAC and one or more businesses or assets. The Investor further acknowledges that, as described in ARYASPAC’s final prospectus relating to its initial public offering dated February 25January 7, 2021 (the “Final IPO Prospectus”) available at wxx.xxx.xxx, substantially all of ARYASPAC’s assets consist of the cash proceeds of ARYASPAC’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYASPAC, its public shareholders and the underwriters of ARYASPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA SPAC to pay its tax obligations, if anyobligations and to fund certain of its working capital requirements, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final IPO Prospectus. For and in consideration of AXXX SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityAgreement; provided, however, that nothing in this Section 10 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 publicly traded Class A Shares acquired in an open market transactioncurrently outstanding on the date hereof, pursuant to a validly exercised redemption right rights with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates SPAC to not exercise such redemption right.

Trust Account Waiver. The Investor acknowledges that ARYA Apex is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA Apex and one or more businesses or assets. The Investor further acknowledges that, as described in ARYAApex’s final prospectus relating to its initial public offering dated February 25September 16, 2021 2019 (the “Final Apex Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYAApex’s assets consist of the cash proceeds of ARYAApex’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of ARYAApex, its public shareholders and the underwriters of ARYAApex’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Apex to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Final Apex Prospectus. For and in consideration of AXXX Apex entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account (Account, regardless of whether such claim arises as a result of, in connection with or distributions therefrom to ARYA’s public shareholders relating in any way to, this Subscription Agreement or to any proposed or actual business relationship between Apex or its affiliates, on the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account)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 and irrevocably agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement. Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by Apex and its affiliates to induce Apex to enter in this Subscription Agreement, and each such party further intends and understands such waiver to be valid, binding and enforceable against the Investor and its affiliates under applicable law. To the extent Investor commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Apex or its affiliates, which proceeding seeks, in whole or in part, monetary relief against Apex or its affiliates, the transactions contemplated Investor hereby regardless acknowledges and agrees that the Investor’s sole remedy shall be against funds held outside of whether the Trust Account and that such claim arises based on contract, tort, equity shall not permit the Investor (or any other theory person claiming on any of their behalves or in lieu of any of the Investor) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein and in the event of any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Apex or its affiliates, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) in violation of this Subscription Agreement, Apex shall be entitled to recover from the Investor and its affiliates, the associated legal liability; providedfees and costs in connection with any such action, howeverin the event Apex or its affiliates, that nothing as applicable, prevails in such action or proceeding. Notwithstanding anything else in this Section 10 to the contrary, nothing herein shall be deemed to limit the Investor’s 's or its affiliates' right, title, interest or claim to any monies held in the Trust Account by virtue of its the Investor’s record or beneficial ownership of publicly traded Class A Shares of Apex acquired in an open market transaction, by any means other than pursuant to a validly exercised this Subscription Agreement, including but not limited to any redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles securities of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightApex.

Trust Account Waiver. The Investor Company acknowledges that ARYA SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assetsBusiness Combination. The Investor Company further acknowledges that, as described in ARYA’s final the prospectus relating to its initial public offering dated February 25September 11, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYA’s SPAC assets consist of the cash proceeds of ARYASPAC’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a trust account for the benefit of SPAC, certain of its public stockholders and the underwriters of SPAC’s initial public offering (the “Trust Account”) for the benefit of ARYA, its public shareholders and the underwriters of ARYA’s initial public offering). Except with respect to interest earned on the The Company acknowledges that it has been advised by SPAC that funds held in the Trust Account that may be released to ARYA to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for in accordance with the purposes set forth in the Final ProspectusTrust Agreement and SPAC’s Governing Documents. For and in consideration of AXXX SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Company hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations, Contracts or agreements with SPAC; provided, that (x) nothing herein shall serve to limit or prohibit the Company’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 this Agreement, including the consummation of the transactions contemplated hereby regardless (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of whether the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Stockholder Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) or any negotiations, Contracts or agreements with SPAC, so long as such claim arises based on contractwould not affect SPAC’s ability to fulfill its obligation to effectuate the SPAC Stockholder Redemptions, tort, equity or any other theory of legal liability; provided, however, that for fraud and (y) nothing in this Section 10 herein shall be deemed serve to limit or prohibit any claims that the InvestorCompany may have against SPAC’s right, title, interest assets or claim to any monies funds that are not held in the Trust Account by virtue of its record (including any funds that have been released from the Trust Account and any assets that have been purchased or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightfunds).

Trust Account Waiver. The Investor Company acknowledges that ARYA Acquiror is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assetsBusiness Combination. The Investor Company further acknowledges that, as described in ARYA’s final the prospectus relating to its initial public offering dated February 25July 27, 2021 2020 (the “Final Prospectus”) available at wxx.xxx.xxx, substantially all of ARYA’s Acquiror assets consist of the cash proceeds of ARYAAcquiror’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a the trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) for the benefit of ARYA). The Company acknowledges that it has been advised by Acquiror that, its public shareholders and the underwriters of ARYA’s initial public offering. Except except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Acquiror to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if Acquiror fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s public stockholders; and (iii) if Acquiror holds a shareholder vote to amend Acquiror’s amended and restated memorandum and articles of association to modify the substance or timing of the obligation to allow redemption in connection with a Business Combination or to redeem 100% of Acquiror Common Stock if Acquiror fails to complete a Business Combination within the allotted time period, then for the purposes set forth redemption of any Acquiror Common Stock properly tendered in the Final Prospectusconnection with such vote. For and in consideration of AXXX Acquiror entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Company hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations, Contracts or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityagreements with Acquiror; provided, however, that (x) nothing in this Section 10 herein shall be deemed serve to limit or prohibit the InvestorCompany’s rightright to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, titlefor specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror 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 the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, interest or claim for fraud and (y) nothing herein shall serve to limit or prohibit any monies claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account by virtue of its record (including any funds that have been released from the Trust Account and any assets that have been purchased or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightfunds).

Trust Account Waiver. The Investor Company acknowledges that ARYA Acquiror is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assetsBusiness Combination. The Investor Company further acknowledges that, as described in ARYA’s final the prospectus relating to its initial public offering dated February 25March 4, 2021 (the “Final IPO Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYA’s Acquiror assets consist of the cash proceeds of ARYAAcquiror’s initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) for the benefit of ARYA). The Company acknowledges that it has been advised by Acquiror that, its public shareholders and the underwriters of ARYA’s initial public offering. Except except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA Acquiror to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the IPO Prospectus; (ii) if Acquiror fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Acquiror in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s public stockholders; and (iii) if Acquiror holds a stockholder vote to amend the Acquiror Certificate of Incorporation to modify the substance or timing of the obligation to redeem 100% of Acquiror Common Shares if Acquiror fails to complete a Business Combination within the allotted time period, then for the purposes set forth redemption of any Acquiror Common Shares properly tendered in the Final Prospectusconnection with such vote. For and in consideration of AXXX Acquiror entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Company hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement and any negotiations, Contracts or the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityagreements with Acquiror; provided, however, that (i) nothing in this Section 10 herein shall be deemed serve to limit or prohibit the InvestorCompany’s rightright to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, title, interest for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror 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 the Acquiror Share Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions; and (ii) nothing herein shall serve to limit or prohibit any monies claims that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account by virtue of its record (including any funds that have been released from the Trust Account and any assets that have been purchased or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or any of their respective affiliates to not exercise such redemption rightfunds).

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA the Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assetsBusiness Combination. The Investor Subscriber further acknowledges that, as described in ARYA’s final the prospectus relating to its initial public offering dated February 2512, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYA’s the Issuer's assets consist of the cash proceeds of ARYA’s the Issuer's initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a the trust account for the benefit of the Issuer, certain of its public stockholders and the underwriters of the Issuer's initial public offering (the “Trust Account”) for ). Subscriber acknowledges that it has been advised by the benefit of ARYAIssuer that, its public shareholders and the underwriters of ARYA’s initial public offering. Except except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA the Issuer to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if the Issuer completes the transactions which constitute a Business Combination, then to those Persons (as defined in the Merger Agreement) and in such amounts as described in the Prospectus; (b) if the Issuer fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Investment Management Trust Agreement, dated as of April 21, 2020, between the Issuer and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”) (the “Trust Agreement”) to the Issuer in limited amounts to permit the Issuer to pay the costs and expenses of its liquidation and dissolution, and then to the Issuer's public stockholders; and (c) if the Issuer holds a shareholder vote to amend the Issuer's amended and restated memorandum and articles of association to modify the substance or timing of the obligation to redeem 100% of the Class A common stock if the Issuer fails to complete a Business Combination within the allotted time period, then for the purposes set forth redemption of any of the Class A common stock properly tendered in the Final Prospectusconnection with such vote. For and in consideration of AXXX the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Subscriber hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription Agreement or and any negotiations, Contracts with the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; Issuer; provided, however, that (x) nothing in this Section 10 herein shall be deemed serve to limit or prohibit Subscriber's right to pursue a claim against the Investor’s rightIssuer for legal relief against monies or other assets held outside the Trust Account, title, interest for specific performance or claim other equitable relief in connection with the consummation of the Transactions or for fraud and (y) nothing herein shall serve to limit or prohibit any monies claims that Subscriber may have in the future against the Issuer's assets or funds that are not held in the Trust Account by virtue of its record (including any funds that have been released from the Trust Account and any assets that have been purchased or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles funds). This Section 7.2 shall survive the termination of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust this Subscription Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or for any of their respective affiliates to not exercise such redemption rightreason.

Trust Account Waiver. The Investor Subscriber acknowledges that ARYA the Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving ARYA and one or more businesses or assetsBusiness Combination. The Investor Subscriber further acknowledges that, as described in ARYA’s final the prospectus relating to its initial public offering dated February 2512, 2021 (the “Final Prospectus”) available at wxx.xxx.xxxxxx.xxx.xxx, substantially all of ARYA’s the Issuer's assets consist of the cash proceeds of ARYA’s the Issuer's initial public offering and private placement placements of its securities, securities and substantially all of those proceeds have been deposited in a the trust account for the benefit of the Issuer, certain of its public stockholders and the underwriters of the Issuer's initial public offering (the “Trust Account”) for ). Subscriber acknowledges that it has been advised by the benefit of ARYAIssuer that, its public shareholders and the underwriters of ARYA’s initial public offering. Except except with respect to interest earned on the funds held in the Trust Account that may be released to ARYA the Issuer to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if the Issuer completes the transactions which constitute a Business Combination, then to those Persons (as defined in the Merger Agreement) and in such amounts as described in the Prospectus; (b) if the Issuer fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Investment Management Trust Agreement, dated as of April 21, 2020, between the Issuer and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”) (the “Trust Agreement”) to the Issuer in limited amounts to permit the Issuer to pay the costs and expenses of its liquidation and dissolution, and then to the Issuer's public stockholders; and (c) if the Issuer holds a shareholder vote to amend the Issuer's amended and restated memorandum and articles of association to modify the substance or timing of the obligation to redeem 100% of the Class A common stock if the Issuer fails to complete a Business Combination within the allotted time period, then for the purposes set forth redemption of any of the Class A common stock properly tendered in the Final Prospectusconnection with such vote. For and in consideration of AXXX the Issuer entering into this Sponsor Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself and its representatives, Subscriber hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind it has they have or may have in the future, future in or to any monies held in the Trust Account (or distributions therefrom to ARYA’s public shareholders or to the underwriters of ARYA’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account), and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Sponsor Subscription Agreement or and any negotiations, Contracts with the transactions contemplated hereby regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; Issuer; provided, however, that (x) nothing in this Section 10 herein shall be deemed serve to limit or prohibit Subscriber's right to pursue a claim against the Investor’s rightIssuer for legal relief against monies or other assets held outside the Trust Account, title, interest for specific performance or claim other equitable relief in connection with the consummation of the Transactions or for fraud and (y) nothing herein shall serve to limit or prohibit any monies claims that Subscriber may have in the future against the Issuer's assets or funds that are not held in the Trust Account by virtue of its record (including any funds that have been released from the Trust Account and any assets that have been purchased or beneficial ownership of publicly traded Class A Shares acquired in an open market transaction, pursuant to a validly exercised redemption right with respect to any such Class A Shares, in accordance with ARYA’s Amended and Restated Memorandum and Articles funds). This Section 7.2 shall survive the termination of Association, as amended in connection with the shareholder meeting of ARYA on February 28, 2023 and as may be subsequently amended from time to time, and the Investment Management Trust this Sponsor Subscription Agreement between Continental Stock Transfer & Trust Company and ARYA, dated March 2, 2021, except to the extent that the Investor has otherwise agreed in writing with ListCo, ARYA, the Company or for any of their respective affiliates to not exercise such redemption rightreason.