Common use of Trust Account Waiver Clause in Contracts

Trust Account Waiver. Subscriber acknowledges that 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 the Issuer and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer, its public stockholders and the underwriters of the Issuer’s initial public offering. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies 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, 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 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that Reference is made to the Issuer is a blank check company final prospectus of MEOA, filed with the powers SEC (File Nos. 333-258241 and privileges to effect a merger333-259071) on August 27, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving 2021 (the Issuer “Prospectus”). The Company acknowledges and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering agrees and private placements of its securities, and substantially all of those proceeds have been deposited in understands that MEOA has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Issuer, its MEOA’s public stockholders (including overallotment shares acquired by MEOA’s underwriters, the “Public Stockholders”), and MEOA may disburse monies from the underwriters of Trust Account only in the Issuer’s initial public offeringexpress circumstances described in the Prospectus. For and in consideration of the Issuer MEOA entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber, the Company hereby agrees on behalf of itself, itself and its affiliates and Representatives (acting on behalf that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of Subscriber), hereby irrevocably waives the Company nor any and all of it Representatives does now or shall at any time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription AgreementAgreement or any proposed or actual business relationship between MEOA or any of its Representatives, in on the one hand, and, the Company or to any monies held in of its Representatives, on the Trust Accountother hand, or any other matter, 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, 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 liabilityliability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Subscriber acknowledges The Company, on its own behalf and agrees on behalf of its Representatives, hereby irrevocably waives any Trust Account Released Claims 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 its Representatives may have against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, this Subscription Agreementany negotiations, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely Contracts with MEOA or its Representatives and will not seek recourse 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 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 distributions therefrom) for any assets that have been purchased reason whatsoever (including for an alleged breach of any agreement with MEOA or acquired with any such fundsits Affiliates), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. 9.1 The Subscriber acknowledges that the Issuer SPAC is a blank check company with the powers and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Issuer and with one or more businesses. The Subscriber further acknowledges that, as described in the Issuer’s final prospectus relating of SPAC, dated January 21, 2021, related to its initial public offering dated June 29, 2020, (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the IssuerSPAC’s assets consist of the cash proceeds of the IssuerSPAC’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the IssuerSPAC, its public stockholders shareholders and the underwriters of the IssuerSPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to 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 Prospectus. For and in consideration of the Issuer PubCo and SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)Representatives, hereby irrevocably waives (i) agrees that it does not now and shall not at any and all time thereafter have any right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreementfuture, in or to any monies held in the Trust Account, and shall not make any claim against the Trust Account, in each case, to the extent such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”), (ii) irrevocably waives any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with PubCo or SPAC, and (iii) will not seek recourse against the Trust Account for any reason whatsoever. The Subscriber agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, Subscription Shares regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Acquired Subscription Shares pursuant to the IssuerPubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account Account, SPAC or the Issuer PubCo or otherwise. In the event the Subscriber has any claim against the Issuer PubCo or SPAC as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Subscription Shares, it shall pursue such claim solely against the Issuer PubCo, SPAC and its their 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 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber Notwithstanding anything else in this Agreement, the Stockholder acknowledges that it has read BRPA’s final prospectus dated November 20, 2017 and understands that BRPA has established the Issuer is a blank check company Trust Fund for the benefit of BRPA’s public shareholders and that BRPA may disburse monies from the Trust Fund only (a) to BRPA’s public shareholders in the event they elect to convert their shares into cash in accordance with BRPA’s Charter Documents and/or the liquidation of BRPA or (b) to BRPA after, or concurrently with, or in connection with the powers and privileges to effect consummation of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businessesBusiness Combination. Subscriber The Stockholder further acknowledges that, as described in if the Issuer’s prospectus relating to its initial public offering dated June 29Merger, or, upon termination of this Agreement, another Business Combination, is not consummated by December 23, 2020, available at xxx.xxx.xxx, substantially all or such later date as shall be set forth in an amendment to BRPA’s Amended and Restated Certificate of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) Incorporation for the benefit purpose of extending the Issuerdate by which BRPA must complete a Business Combination, BRPA will be obligated to return to its public stockholders and shareholders the underwriters of the Issuer’s initial public offering. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies amounts being 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 AgreementFund. Accordingly, the transactions contemplated hereby or the Acquired SharesStockholder, 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 for itself and its assets outside the Trust Account [stockholders, directors, officers, employees,]13 Representatives[, Subsidiaries]14 and not against the Trust Account or any monies or other assets in the Trust Account; providedAffiliates, however, that nothing in this Section 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 Subscriber’s righthereby waives all rights, title, interest or claim of any kind against BRPA to collect from the Trust Account Fund any monies that may be owed to them by virtue BRPA for any reason whatsoever, including but not limited to a breach of Subscriber’s record this Agreement by BRPA or beneficial ownership of Class A Shares any negotiations, agreements or understandings with BRPA (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that nothing herein shall amend, limit, alter, change, supersede or otherwise modify the right of the Issuer acquired Stockholder to bring any action or actions for specific performance, injunctive and/or other equitable relief (including, without limitation, the right to compel specific performance by BRPA and Merger Sub of their respective obligations under this Agreement). This paragraph will survive this Agreement and will not expire and will not be altered in any means other than pursuant to this Subscription Agreementway without the express written consent of BRPA.

Trust Account Waiver. Subscriber acknowledges that the Issuer IIAC 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 the Issuer Company and one or more businessesbusinesses or assets. Subscriber further acknowledges that, as described in the IssuerIIAC’s prospectus relating to its initial public offering dated June 29November 18, 20202020 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of the IssuerIIAC’s assets consist of the cash proceeds of the IssuerIIAC’s initial public offering and a private placements placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the IssuerIIAC, its public stockholders shareholders and the underwriters of the IssuerIIAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to 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 Prospectus. For and in consideration of the Issuer IIAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)representatives, hereby irrevocably irrevocable waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, of this Subscription Agreement, in or to any monies 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, 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 9 8 shall (x) serve to limit or prohibit the Subscriber’s right to pursue a claim against Issuer IIAC 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 IssuerIIAC’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 any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of Class A Shares securities of the Issuer acquired by IIAC, including but not limited to any means other than pursuant redemption right with respect to this Subscription Agreementany such securities of IIAC.

Trust Account Waiver. Subscriber acknowledges that 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 the Issuer and one or more businesses. Subscriber further hereby acknowledges that, as described in the IssuerPyrophyte’s prospectus relating to its initial public offering IPO dated June 29October 26, 2020, 2021 available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in Pyrophyte has established a trust account (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the IssuerPyrophyte, its public stockholders shareholders and certain other parties (including the underwriters of the IssuerIPO), and that, except as otherwise described in such prospectus, Pyrophyte may disburse monies from the Trust Account only to (x) its public shareholders in the event they elect to have their Pyrophyte Class A Ordinary Shares redeemed for cash in connection with the consummation of Pyrophyte’s initial public offeringbusiness combination, an amendment to its amended and restated memorandum and articles of association to extend the deadline by which Pyrophyte must consummate its initial business combination, or Pyrophyte’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) Pyrophyte after or concurrently with the consummation of its initial business combination. For and in consideration of the Issuer Pyrophyte entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)affiliates, hereby irrevocably waives (a) agrees that it does not now and shall not at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies assets held in the Trust Account, and agrees shall not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account Account, arising out or as a result of, in connection with or arising out of, relating in any way to this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber acknowledges liability (any and agrees all such claims are collectively referred to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it shall not may 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 against the Trust Account now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future 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 (c) will not seek recourse against the Trust Account as a result of, in connection with or relating in any monies or other assets in the Trust Accountway to this Subscription Agreement; provided, however, that nothing in this Section 9 shall (xi) serve to limit or prohibit the Subscriber’s right to pursue a claim against Issuer Pyrophyte for legal relief against assets held outside the Trust AccountAccount (so long as such claim would not affect Pyrophyte’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of Pyrophyte), for specific performance or other equitable relief, (yii) serve to limit or prohibit any claims that the Subscriber may have in the future against IssuerPyrophyte’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), ) (so long as such claim would not affect Pyrophyte’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of Pyrophyte) or (ziii) be deemed to limit Subscriber’s right, title, interest or claim right to distributions from the Trust Account in accordance with Pyrophyte’s amended and restated memorandum and articles of association in respect of any redemptions by virtue Subscriber in respect of Subscriber’s record or beneficial ownership of Pyrophyte Class A Ordinary Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to Pyrophyte to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. Notwithstanding anything in this Subscription Agreement to the contrary, the provisions of this Section 9 shall survive termination of this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that the Issuer is a blank check company with the powers The Company and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businesses. Subscriber further acknowledges each Acquisition Entity acknowledge that, as described in the Issuer’s final prospectus relating to its initial public offering of SPAC, dated June 29September 13, 20202021 and filed with the SEC on September 14, 2021 (File No: 333-258038) available at xxx.xxx.xxx, substantially all of the IssuerSPAC’s assets consist of the cash proceeds of the Issuer’s initial public offering IPO and private placements of its securitiessecurities occurring simultaneously with the IPO, and substantially all of those proceeds (including overallotment securities acquired by SPAC’s underwriters) have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer, its SPAC’s public stockholders and (including overallotment shares acquired by the underwriters of SPAC) (“Public Stockholders”). The Company and each Acquisition Entity understands and acknowledges that, except with respect to interest earned on the Issuer’s initial public offeringfunds held in the Trust Account that may be released to SPAC to pay its Taxes (and up to $50,000 in dissolution expenses), cash in the Trust Account may be disbursed only (i) to the Public Stockholders that elect to redeem their SPAC Common Stock if SPAC completes a transaction which constitutes a Business Combination or in connection with an extension of the deadline to consummate a Business Combination; (ii) to the Public Stockholders if SPAC fails to complete a Business Combination within twelve (12) months after the closing of the IPO (as such date may be extended by amendment to the SPAC Governing Documents with the consent of the SPAC Stockholders); and (iii) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Issuer SPAC entering into this Subscription AgreementAgreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriberthe Company, on behalf of itselfitself and its Affiliates, and each Acquisition Entity hereby agrees that, notwithstanding anything to the contrary contained in this Agreement, neither it nor any of its affiliates and Representatives (acting on behalf of Subscriber), hereby irrevocably waives Affiliates do now or shall at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out of, relating in any way to this Subscription Agreement, in or to any monies held in proposed or actual business relationship between SPAC or its Representatives, on the Trust Accountone hand, and agrees not to seek recourse the Company or make or bring any actionits Representatives, suit, claim or on the other proceeding against the Trust Account as a result ofhand, or arising out ofany other matter, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Subscriber acknowledges The Company on behalf of itself and agrees its Affiliates hereby irrevocably waives any Released Claims 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 Company or any other business combination, any subsequent liquidation of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever. The Company acknowledges and agrees that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by SPAC and its Affiliates to induce SPAC to enter into this Agreement, and the transactions contemplated hereby or the Acquired SharesCompany further intends and understands such waiver to be valid, it shall pursue such claim solely binding and enforceable against the Issuer Company and each of its Affiliates under applicable Law. To the extent that the Company or any of its Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which Action seeks, in whole or in part, monetary relief against SPAC or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its assets Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company 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 monies or other assets in amounts contained therein. This Section 11.1 will survive any termination of this Agreement for any reason and continue indefinitely. Notwithstanding the Trust Account; providedforegoing, however, that nothing in this Section 9 shall (x) serve to limit or nothing herein shall prohibit the Subscriber’s Caravelle Companies’ right to pursue a claim against Issuer SPAC for legal relief against monies or other assets held outside the Trust AccountAccount (other than distributions therefrom directly or indirectly to the Public Stockholders), for specific performance or other equitable relief, relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Share Redemptions) to SPAC in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect SPAC’s ability to fulfill its obligations to effectuate the SPAC Share Redemptions and (y) nothing herein shall serve to limit or prohibit any claims that the Subscriber Caravelle Companies may have in the future against IssuerSPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to but excluding distributions from the Trust Account by virtue of Subscriber’s record directly or beneficial ownership of Class A Shares of indirectly to the Issuer acquired by any means other than pursuant to this Subscription AgreementPublic Stockholders).

Trust Account Waiver. Subscriber The Investor acknowledges that the Issuer SPAC 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 the Issuer SPAC and one or more businessesbusinesses or assets. Subscriber The Investor further acknowledges that, as described in the IssuerSPAC’s prospectus relating to its initial public offering dated June 29October 19, 2020, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the IssuerSPAC’s assets consist of the cash proceeds of the IssuerSPAC’s initial public offering and private placements placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the IssuerSPAC, its public stockholders shareholders and the underwriters of the IssuerSPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC to pay its tax obligations (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 Prospectus. For and in consideration of the Issuer SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriberthe Investor, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)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 they have it has or may have in the future as a result of, or arising out of, this Subscription Agreementfuture, in or to any monies held in the Trust AccountAccount (or distributions therefrom to SPAC’s public shareholders or to the underwriters of SPAC’s initial public offering in respect of their deferred underwriting commissions held in the Trust Account (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account or Public Distributions 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 AgreementAgreement or any other matter, the transactions contemplated hereby or the Acquired Shares, and 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 9 10 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 Subscriberthe Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of Subscriber’s its record or beneficial ownership of Class A Shares of Common Stock currently outstanding on the Issuer acquired by date hereof, pursuant to a validly exercised redemption right with respect to any means other than pursuant such Class A Common Stock, except to the extent that the Investor has otherwise agreed with 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 10 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. Subscriber acknowledges Each of the Company, PubCo and Amalgamation Sub hereby represents and warrants that it has read the Issuer is a blank check company final prospectus of Acquiror, dated as of January 25, 2021 and filed with the powers and privileges to effect a mergerSEC (File No. 333-251860) on January 27, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving 2001 (the Issuer and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, “Prospectus”) available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in 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 Acquiror’s public shareholders (including the Issuer, its public stockholders and the underwriters shareholders of the Issueroverallotment shares acquired by Acquiror’s initial public offering. For underwriters, the “Public Shareholders”), and that, except as otherwise described in consideration the 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 twenty-four (24) months after the closing of the Issuer entering into this Subscription AgreementIPO, the receipt and sufficiency of which are hereby acknowledgedsubject to extension by an amendment to Acquiror’s organizational documents, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or c) with respect to any monies interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of a Business Combination. Each of the Company, PubCo and Amalgamation Sub hereby agrees not on behalf of itself and its Affiliates that, notwithstanding anything to seek recourse the contrary in this Agreement (other than in Section 9.1), none of the Company, PubCo, Amalgamation Sub or any of their respective Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make or bring any action, suit, claim or other proceeding 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, the transactions contemplated hereby Agreement or the Acquired Sharesany other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability under any Transaction Document (collectively, the “Released Claims”). Subscriber acknowledges Each of the Company, PubCo and agrees Amalgamation Sub, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims 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 Company, PubCo, Amalgamation Sub 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 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 their respective Affiliates may have in the future against Issuer’s assets or funds that are not held in 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 Company, PubCo and Amalgamation Sub 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 Company, PubCo and Amalgamation Sub further intends and understands such waiver to be valid, binding and enforceable against the Company, PubCo, Amalgamation Sub and each of their respective Affiliates under applicable Law. To the extent the Company, PubCo, Amalgamation Sub 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 Company, PubCo, and Amalgamation Sub hereby acknowledges and agrees that the Company’s, PubCo’s, Amalgamation Sub’s and each of their respective Affiliates’ sole remedy shall be against funds that have been released from held outside of the Trust Account and that such claim shall not permit the Company, PubCo, Amalgamation Sub or any assets that of their respective Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have been purchased any claim against the Trust Account (including any distributions therefrom) or acquired any amounts contained therein. In the event the Company, PubCo, Amalgamation Sub 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 from the Company, PubCo, Amalgamation Sub and their respective Affiliates the associated legal fees and costs in connection with any such funds)action, in the event Acquiror or (z) be deemed to limit Subscriber’s rightits Representatives, titleas applicable, interest prevails in such action or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreementproceeding.

Trust Account Waiver. Subscriber The Company and each Acquisition Entity acknowledges that the Issuer SPAC is a blank check special purpose acquisition company with the powers power and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer Company and one or more businesses. Subscriber further acknowledges thatbusinesses or assets, as and the Company has read SPAC’s final prospectus dated March 23, 2022 and filed with the SEC on March 24, 2022 (Filing No: 333-261765) available at wxx.xxx.xxx, and other SPAC SEC Filings, the SPAC Governing Documents, and the Trust Agreement and understands that SPAC has established the trust account described therein (the “Trust Account”) for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the Issuerlimited circumstances set forth therein. The Company and each Acquisition Entity further acknowledge and agree that SPAC’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s sole assets consist of the cash proceeds of the IssuerSPAC’s initial public offering and private 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 the Issuer, its public shareholders. The Company and each Acquisition Entity further acknowledge that, if the transactions contemplated by this Agreement are not consummated by the Termination Date, SPAC will be obligated to return to its stockholders and the underwriters of the Issuer’s initial public offering. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies amounts being held in the Trust Account. Accordingly, the Company and each Acquisition Entity (on behalf of itself and its respective Affiliates) hereby waives any past, present or future claim of any kind against, and agrees any right to access, the Trust Account, any trustee of the Trust Account and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its Affiliates for any reason whatsoever, and will not 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, at any time for any reason whatsoever. This Section 11.1 shall survive the termination of this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, regardless of whether such claim arises based on contract, tort, equity or Agreement for 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 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreementreason.

Trust Account Waiver. Subscriber Each of FCB, TopCo, BP, Bridgeburg and the Merger Sub acknowledges that the Issuer Mountain is a blank check company with the powers and privileges to effect a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination involving the Issuer Mountain and one or more businessesbusinesses or assets. Subscriber Each of FCB, TopCo, BP, Bridgeburg and the Merger Sub further acknowledges that, as described in the IssuerMountain’s final prospectus relating to its initial public offering dated June 29November 4, 20202021 (File No. 333-259034) (the “Prospectus” and such offering, the “IPO”) available at xxx.xxx.xxx, substantially all of the IssuerMountain’s assets consist of the cash proceeds of the Issuer’s initial public offering IPO and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the IssuerMountain, its public stockholders shareholders and the underwriters of the Issuer’s initial public offeringIPO. Each of FCB, TopCo, Bridgeburg and the Merger Sub acknowledges that, except with respect to interest earned on the funds held in the Trust Account that may be released to Mountain to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Issuer Mountain entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscribereach of FCB, TopCo, BP, Bridgeburg and Merger Sub hereby agrees on behalf of itself, itself and its affiliates Affiliates and its and their respective Representatives (acting on behalf that, notwithstanding anything to the contrary in this Agreement, none of Subscriber)FCB, hereby irrevocably waives TopCo, BP, Bridgeburg, Merger Sub or any and all of their Affiliates or their respective Representatives does now or shall at any time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription Agreement, in any Ancillary Document or to any monies held in proposed or actual business relationship between Mountain or its Affiliates or their respective Representatives, on the Trust Accountone hand, and agrees not to seek recourse FCB, TopCo, BP, Bridgeburg, Merger Sub or make any of their respective Affiliates or bring any actionRepresentatives, suit, claim or on the other proceeding against the Trust Account as a result ofhand, or arising out ofany other matter, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Subscriber acknowledges Each of FCB, TopCo, BP, Bridgeburg and agrees Merger Sub on its own behalf and on behalf of its Affiliates and its and their respective Representatives hereby irrevocably waives any Trust Account Released Claims 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 FCB, TopCo, BP, Bridgeburg, Merger Sub or any other business combination, any subsequent liquidation of their respective Affiliates or its or their respective Representatives may have against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, this Subscription Agreementany negotiations, 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 Contracts with Mountain or any monies of its Affiliates or its and their respective Representatives or any other assets in the Trust Account; provided, however, that nothing in this Section 9 shall (x) serve to limit or prohibit the Subscriber’s right to pursue a claim matters and will not seek recourse 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 distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with Mountain or its Affiliates). This Section 10.16 shall survive the Trust Account and termination of this Agreement for any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreementreason.

Trust Account Waiver. Subscriber acknowledges that the Issuer Company 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 the Issuer Company and one or more businessesbusinesses or assets. Subscriber further acknowledges that, as described in the Issuer’s final prospectus relating to its initial public offering of the Company, dated June 29as of December 16, 2020, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the IssuerCompany’s assets consist of the cash proceeds of the IssuerCompany’s initial public offering (including overallotment securities sold by the Company’s underwriter thereafter) and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the IssuerCompany, its public stockholders and the underwriters of the IssuerCompany’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Issuer Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they now have or may have in the future future, in or to any monies held in the Trust Account or distributions therefrom to the Company’s public 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, in Agreement or to any monies 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, 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 Accounthereby; provided, however, that nothing in this Section 9 shall 7.15 (x) shall serve to limit or prohibit the Subscriber’s right to pursue a claim against Issuer Company for legal relief against assets held outside the Trust AccountAccount (other than distributions to the Company’s public stockholders), for specific performance or other equitable relief, (y) shall serve to limit or prohibit any claims that the Subscriber may have in the future against IssuerCompany’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account (other than distributions to the Company’s public stockholders) and any assets that have been purchased or acquired with any such funds), ) or (z) shall be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of Class A Shares securities of the Issuer Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Company.

Trust Account Waiver. Subscriber acknowledges that the Issuer is a blank check company with the powers and privileges to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businessesbusinesses or assets. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29August 12, 20202021 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer, its public stockholders and the underwriters of the Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, of this Subscription Agreement, in or to any monies 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, 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 9 8 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 any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of Class A Shares securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Issuer.

Trust Account Waiver. Subscriber acknowledges that Reference is made to the Issuer is a blank check company final prospectus of TortoiseCorp III, filed with the powers SEC (File No. 333-253586) on July 19, 2021 (the “Prospectus”). The Company acknowledges and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer agrees and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in understands that TortoiseCorp III has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering and from certain private placements occurring simultaneously with such initial public offering (including interest accrued from time to time thereon) for the benefit of TortoiseCorp III’s public shareholders (including overallotment shares acquired by TortoiseCorp III’s underwriters, the Issuer“Public Shareholders”), its public stockholders and TortoiseCorp III may disburse monies from the underwriters of Trust Account only in the Issuer’s initial public offeringexpress circumstances described in the Prospectus. For and in consideration of the Issuer TortoiseCorp III entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber, the Company hereby agrees on behalf of itself, itself and its affiliates and Representatives (acting on behalf that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of Subscriber), hereby irrevocably waives the Company nor any and all of its Representatives does now or shall at any time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription AgreementAgreement or any proposed or actual business relationship between TortoiseCorp III or any of its Representatives, in or to any monies held in on the Trust Accountone hand, and agrees not to seek recourse the Company or make or bring any actionof its Representatives, suit, claim or on the other proceeding against the Trust Account as a result ofhand, or arising out ofany other matter, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Subscriber acknowledges The Company, on its own behalf and agrees on behalf of its Representatives, hereby irrevocably waives any Trust Account Released Claims 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 its Representatives may have against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, this Subscription Agreementany negotiations, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely Contracts with TortoiseCorp III or its Representatives and will not seek recourse 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 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 distributions therefrom) for any assets that have been purchased reason whatsoever (including for an alleged breach of any agreement with TortoiseCorp III or acquired with any such fundsits Affiliates), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges Each of the Company, PubCo, Merger Sub 1 and Merger Sub 2 hereby represents and warrants that it has read the Issuer is a blank check company final prospectus of Acquiror, dated October 15, 2020 and filed with the powers SEC (File No. 333-249000) on October 19, 2020 (the “Prospectus”) and privileges to effect a mergercurrent report on Form 8-K of Acquiror dated October 13, share exchange2022 and filed with the SEC on October 17, asset acquisition, share purchase, reorganization or similar business combination involving 2022 (the Issuer and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, “Form 8-K”) available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in understands that (i) Acquiror has established a trust account (the “Trust Account”) containing the proceeds of 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 Acquiror’s public shareholders (including the Issuerpublic shareholders of the overallotment shares acquired by Acquiror’s underwriters, its public stockholders the “Public Shareholders”), (ii) Acquiror Shareholders approved a proposal (the “Extension Amendment Proposal”) on October 13, 2022 to extend the date by which Acquiror must consummate a Business Combination from October 20, 2022 (which is twenty-four (24) months after the closing of the IPO) to October 20, 2023 (which is thirty-six (36) months after the closing of the IPO), (iii) in connection with the vote to approve the Extension Amendment Proposal, certain Acquiror Shareholders exercised their right to redeem their shares for an aggregate redemption amount of approximately $447.6 million, and that, (iv) except as otherwise described in the Prospectus and the underwriters Form 8-K, 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 thirty-six (36) months after the closing of the Issuer’s initial public offering. For and in consideration of the Issuer entering into this Subscription AgreementIPO, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or c) with respect to any monies interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to Acquiror after or concurrently with the consummation of a Business Combination. Each of the Company, PubCo, Merger Sub 1 and Merger Sub 2 hereby agrees not on behalf of itself and its Affiliates that, notwithstanding anything to seek recourse the contrary in this Agreement (other than in Section 8.1), none of the Company, PubCo, Merger Sub 1 and Merger Sub 2 or any of their respective Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make or bring any action, suit, claim or other proceeding 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 ofrelating to, this Subscription Agreement, the transactions contemplated hereby Agreement or the Acquired Sharesany other Transaction Document, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability under any Transaction Document (collectively, the “Released Claims”). Subscriber acknowledges Each of the Company, PubCo, Merger Sub 1 and agrees Merger Sub 2, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims 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 Company, PubCo, Merger Sub 1, Merger Sub 2 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 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 their respective Affiliates may have in the future against Issuer’s assets or funds that are not held in 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 Company, PubCo, Merger Sub 1 and Merger Sub 2 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 Company, PubCo, Merger Sub 1 and Merger Sub 2 further intends and understands such waiver to be valid, binding and enforceable against the Company, PubCo, Merger Sub 1, Merger Sub 2 and each of their respective Affiliates under applicable Law. To the extent the Company, PubCo, Merger Sub 1, Merger Sub 2 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, Sponsor or their respective Representatives, each of the Company, PubCo, Merger Sub 1 and Merger Sub 2 hereby acknowledges and agrees that the Company’s, PubCo’s, Merger Sub 1’s, Merger Sub 2’s and each of their respective Affiliates’ sole remedy shall be against funds that have been released from held outside of the Trust Account and that such claim shall not permit the Company, PubCo, Merger Sub 1, Merger Sub 2 or any assets that of their respective Affiliates (or any person claiming on their behalf or in lieu of any of them) to have been purchased any claim against the Trust Account (including any distributions therefrom) or acquired any amounts contained therein. In the event the Company, PubCo, Merger Sub 1, Merger Sub 2 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 from the Company, PubCo, Merger Sub 1, Merger Sub 2 and their respective Affiliates the associated legal fees and costs in connection with any such funds)action, in the event Acquiror or (z) be deemed to limit Subscriber’s rightits Representatives, titleas applicable, interest prevails in such action or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreementproceeding.

Trust Account Waiver. Subscriber acknowledges that 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 the Issuer and one or more businesses. Subscriber further hereby acknowledges that, as described in the IssuerCompany’s prospectus relating to its initial public offering (the “IPO”) dated June 29February 4, 2020, 2021 available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in Company has established a trust account (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the IssuerCompany, its public stockholders and certain other parties (including the underwriters of the IssuerIPO), and that, except as otherwise described in such prospectus, the Company may disburse monies from the Trust Account only to (x) its public stockholders in the event they elect to have their shares of Class A Common Stock redeemed for cash in connection with the consummation of the Company’s initial public offeringbusiness combination, an amendment to its certificate of incorporation to extend the deadline by which the Company must consummate its initial business combination, or the Company’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) the Company after or concurrently with the consummation of its initial business combination. For and in consideration of the Issuer Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)affiliates, hereby irrevocably waives (a) agrees that it does not now and shall not at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies assets held in the Trust Account, and agrees shall not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account Account, arising out or as a result of, in connection with or arising out of, relating in any way to this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber acknowledges liability (any and agrees all such claims are collectively referred to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it shall not may 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 against the Trust Account now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future 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 and (c) will not seek recourse against the Issuer Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Company to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its assets Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not against the Trust Account permit Subscriber (or any monies or other assets in the Trust Account; provided, however, that nothing in this Section 9 shall (x) serve to limit or prohibit the person claiming on Subscriber’s right behalf or in lieu of Subscriber) to pursue a have any 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 distributions therefrom) or any assets that have been purchased or acquired with any such funds), or (z) amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s right, title, interest or claim right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any redemptions by virtue of Subscriber’s record or beneficial ownership Subscriber in respect of Class A Shares of the Issuer Common Stock acquired by any means other than pursuant to this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, the provisions of this Section 7 shall survive termination of this Subscription Agreement.

Trust Account Waiver. Subscriber The Company acknowledges that the Issuer CF Corp 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 the Issuer Business Combination (as defined in CF Corp’s Amended and one or more businessesRestated Articles of Association). Subscriber The Company further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29May 19, 2020, 2016 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the IssuerCF Corp’s assets consist of the cash proceeds of the IssuerCF Corp’s initial public offering and private 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 the IssuerCF Corp, certain of its public stockholders shareholders and the underwriters of the IssuerCF Corp’s initial public offering. The Company acknowledges that it has been advised by CF Corp that, except with respect to interest earned on the funds held in the Trust Account that may be released to CF Corp to pay its income taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if CF Corp completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (ii) if CF Corp fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to CF Corp in limited amounts to permit CF Corp to pay the costs and expenses of its liquidation and dissolution, and then to CF Corp’s public shareholders. For and in consideration of the Issuer CF Corp entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), the Company hereby irrevocably waives 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 agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription AgreementAgreement and any negotiations, in contracts or to any monies 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, 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 agreements with CF Corp; provided 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 9 shall (x) nothing herein shall serve to limit or prohibit the SubscriberCompany’s right to pursue a claim against Issuer CF Corp for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable reliefrelief in connection with the consummation of the transactions (including a claim for CF Corp to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account to the Company Stockholders in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect CF Corp’s ability to fulfill its obligation to effectuate the CF Corp Shareholder Redemption, or for fraud to the extent such a claim for fraud cannot be waived under applicable Law, and (y) nothing herein shall serve to limit or prohibit any claims that the Subscriber Company may have in the future against IssuerCF Corp’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account upon completion of a Business Combination (except such amounts that are payable to shareholders of CF Corp holding CF Corp Shares sold in CF Corp’s initial public offering who shall have previously elected to redeem their CF Corp Shares pursuant to CF Corp’s Amended and Restated Articles of Association) and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that Reference is made to the Issuer is a blank check company final prospectus of FLAC, filed with the powers SEC (File No. 333-250858) on December 10, 2020 (the “Prospectus”). The Company acknowledges, agrees and privileges to effect understands that FLAC has established a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving Trust Account containing the Issuer and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering its IPO and from certain private placements of its securitiesoccurring simultaneously with the IPO, and substantially all of those proceeds have been deposited in a trust account including interest accrued from time to time thereon (the “Trust Account”) for the benefit of public shareholders of FLAC (including overallotment shares acquired by FLAC’s underwriters, the Issuer“Public Shareholders”), its public stockholders and FLAC may disburse monies from the underwriters of Trust Account only in the Issuer’s initial public offeringexpress circumstances described in the Prospectus. For and in consideration of the Issuer FLAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscribereach of the Company, Holdco, and Merger Sub hereby agrees on behalf of itself, itself and its affiliates and respective Representatives (acting on behalf that, notwithstanding anything to the contrary in this Agreement, none of Subscriber)the Company, hereby irrevocably waives Holdco, Merger Sub or their respective Representatives does now or shall at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription AgreementAgreement or any proposed or actual business relationship between FLAC or any of its Representatives, in or to any monies held in on the Trust Accountone hand, and agrees not to seek recourse the Company, Holdco, Merger Sub or make or bring any actionof their respective Representatives, suit, claim or on the other proceeding against the Trust Account as a result ofhand, or arising out ofany other matter, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Subscriber acknowledges Each of the Company, Holdco and agrees Merger Sub, on behalf of itself and its respective Representatives, hereby irrevocably waives any Trust Account Released Claims 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 Company, Holdco, Merger Sub or any other business combination, any subsequent liquidation of their Representatives may have against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, this Subscription Agreementany negotiations, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely Contracts with FLAC or its Representatives and will not seek recourse 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 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 distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with FLAC or its Affiliates), other than for the release of proceeds from the Trust Account and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to upon the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares consummation of the Issuer acquired by any means other than pursuant to this Subscription AgreementMerger.

Trust Account Waiver. Subscriber Reference is made to the final prospectus of Buyer, filed with the SEC (File No. 333-216409) (the “Prospectus”), and dated as of March 23, 2017. Each of the Contributor, the Contributor Owners and the Alta Mesa Parties acknowledges that it has read the Issuer is a blank check company with Prospectus and understands that Buyer has established the powers and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving Trust Account containing the Issuer and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to proceeds of its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust AccountIPO”) and from certain private placements occurring simultaneously with the IPO initially in an amount of approximately $1,035.0 million for the benefit of the Issuer, its Buyer’s public stockholders and certain parties (including the underwriters of the IssuerIPO) and that Buyer may disburse monies from the Trust Account only: (a) to Buyer’s initial public offeringstockholders in the event they elect to exercise their Buyer Stockholder Redemption Right, (b) to Buyer’s public stockholders if Buyer fails to consummate a Business Combination within twenty-four (24) months from the closing of the IPO, (c) to pay any income taxes with any interest earned on the amounts held in the Trust Account or (d) to Buyer after or concurrently with the consummation of a Business Combination. For and in consideration of the Issuer Buyer entering into this Subscription AgreementAgreement with the Contributor, the Contributor Owners and the Alta Mesa Parties regarding the Transactions, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscribereach of the Contributor, the Contributor Owners and the Alta Mesa Parties hereby agrees on behalf of itself, itself and its affiliates Affiliates that, notwithstanding any provision of this Agreement to the contrary, it does not now and Representatives (acting on behalf of Subscriber), hereby irrevocably waives shall not at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against, the Trust Account, regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, any proposed or actual business relationship between Buyer, the Contributor, any of the Contributor Owners or the Alta Mesa Parties, this Subscription Agreement, in Agreement or to any monies held in the Trust Accountother matter, 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, 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 Each of the Contributor, the Contributor Owners and agrees that the Alta Mesa Parties hereby irrevocably waives any such claims it shall not may 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 against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, any negotiations, contracts or agreements with Buyer and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement). Each of the Contributor, the Contributor Owners and the Alta Mesa Parties agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Buyer to induce it to enter in this Agreement, and each of the transactions contemplated Contributor, the Contributor Owners and the Alta Mesa Parties further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent any Contributor, any of the Contributor Owners or any Alta Mesa Party commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Buyer, which proceeding seeks, in whole or in part, monetary relief against Buyer, the Contributor, such Contributor Owner or such Alta Mesa Party hereby or the Acquired Shares, it acknowledges and agrees its sole remedy shall pursue such claim solely be against the Issuer and its assets funds held outside of the Trust Account and that such claim shall not permit the Contributor, such Contributor Owner or such Alta Mesa Party (or any party claiming on such Person’s behalf) to have any claim against the Trust Account (including any distributions therefrom) or any monies or other assets in the Trust Accountamounts contained therein; provided, however, provided that (i) nothing in this Section 9 herein shall (x) serve to limit or prohibit the Subscriber’s Contributor, the Contributor Owners’ or the Alta Mesa Entities’ right to pursue a claim against Issuer Buyer for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, and (yii) nothing herein shall serve to limit or prohibit any claims that the Subscriber Contributor, the Contributor Owners or the Alta Mesa Entities may have in the future against IssuerBuyer’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). In the event any Contributor, any of the Contributor Owners or (z) be deemed any Alta Mesa Party or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to limit Subscriber’s rightor arising out of any matter relating to Buyer, titlewhich proceeding seeks, interest in whole or claim to in part, relief against the Trust Account by virtue (including any distributions therefrom), whether in the form of Subscriber’s record money damages or beneficial ownership of Class A Shares of injunctive relief, Buyer shall be entitled to recover from the Issuer acquired by Contributor and such Contributor Owner or such Alta Mesa Party, as applicable, the associated legal fees and costs in connection with any means other than pursuant to this Subscription Agreementsuch action, in the event Buyer prevails in such action or Proceeding.

Trust Account Waiver. Subscriber acknowledges that 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 the Issuer and one or more businesses. Subscriber further hereby acknowledges that, as described in the IssuerPNAC’s prospectus relating to its initial public offering (the “IPO”) dated June 29May 16, 2020, 2022 available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in PNAC has established a trust account (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the IssuerCompany, its public stockholders and certain other parties (including the underwriters of the IssuerIPO), and that, except as otherwise described in such prospectus, the Company may disburse monies from the Trust Account only to (x) its public stockholders in the event they elect to have their shares of Common Stock redeemed for cash in connection with the consummation of PNAC’s initial public offeringbusiness combination, an amendment to its Certificate of Incorporation of PNAC to extend the deadline by which PNAC must consummate its initial business combination, or PNAC’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) PNAC after or concurrently with the consummation of its initial business combination. For and in consideration of the Issuer Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)affiliates, hereby irrevocably waives (a) agrees that it does not now and shall not at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies assets held in the Trust Account, and agrees shall not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account Account, arising out or as a result of, in connection with or arising out of, relating in any way to this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber acknowledges liability (any and agrees all such claims are collectively referred to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it shall not may 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 against the Trust Account now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future 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 and (c) will not seek recourse against the Issuer Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Company to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its assets Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not against the Trust Account permit Subscriber (or any monies or other assets in the Trust Account; provided, however, that nothing in this Section 9 shall (x) serve to limit or prohibit the person claiming on Subscriber’s right behalf or in lieu of Subscriber) to pursue a have any 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 distributions therefrom) or any assets that have been purchased or acquired with any such funds), or (z) amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s right, title, interest or claim right to distributions from the Trust Account in accordance with PNAC’s Certificate of Incorporation in respect of any redemptions by virtue Subscriber in respect of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer Common Stock acquired by any means other than pursuant to this Subscription Agreement, subject to the Forward Purchase Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, the provisions of this Section 7 shall survive termination of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that it has read the Issuer is a blank check company with the powers Investment Management Trust Agreement, dated as of April 7, 2021, by and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving between the Issuer and one or more businessesContinental Stock Transfer & Trust Company, a New York corporation, and understands that the Issuer has established the trust account described therein (the “Trust Account”) for the benefit of the Issuer’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges that, as described in and agrees that the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s sole assets consist of the cash proceeds of the Issuer’s initial public offering and private 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 the Issuer, its public stockholders and the underwriters of the Issuer’s initial public offeringshareholders. For and in consideration of the Issuer entering into this Subscription AgreementAccordingly, the receipt and sufficiency of which are hereby acknowledged, Subscriber, Subscriber (on behalf of itselfitself and its affiliates) hereby waives any past, present or future claim of any kind arising out of this Subscription Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and the Issuer to collect from the Trust Account any monies that may be owed to them by the Issuer or any of its affiliates for any reason whatsoever, and Representatives (acting on behalf of Subscriber), hereby irrevocably waives will not seek recourse against the Trust Account at any and all right, title and interest, or time for any claim of any kind they have or may have in the future as a result of, or arising out of, of this Subscription Agreement, including for any knowing and intentional material breach by any of the parties to this Subscription Agreement of any of its representations or warranties as set forth in or to any monies 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, the transactions contemplated hereby or the Acquired Shares, regardless such party’s material breach of whether such claim arises based on contract, tort, equity any of its covenants 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 agreements set forth 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, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the transactions contemplated hereby knowledge that the taking of such act or the Acquired Shares, it shall pursue failure to take 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 Accountact would cause a material breach of this Subscription Agreement; provided, however, that nothing in this Section 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 Subscriber’s right, title, interest interest, or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares securities of the Issuer acquired by any means means, other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and not against the property or any monies in the Trust Account. This Section 9 shall survive the termination of this Subscription Agreement for any reason.

Trust Account Waiver. Subscriber acknowledges that the Issuer Company 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 the Issuer Company and one or more businessesbusinesses or assets. Subscriber further acknowledges that, as described in the IssuerCompany’s prospectus relating to its initial public offering dated June 29March 3, 2020, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the IssuerCompany’s assets consist of the cash proceeds of the IssuerCompany’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the IssuerCompany, its public stockholders and the underwriters of the IssuerCompany’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Issuer Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, of this Subscription Agreement, in or to any monies 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, 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 IssuerCompany’s organizational documents amended and restated certificate of incorporation in connection with the Transactions or any other business combinationTransaction, any subsequent liquidation of the Trust Account or the Issuer Company or otherwise. In the event Subscriber has any claim against the Issuer Company as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely against the Issuer Company 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 . Notwithstanding anything else in this Section 9 8 to the contrary, nothing herein 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer Common Stock acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Company. This Section 8 shall survive any termination of the Subscription Agreement.

Trust Account Waiver. Subscriber Notwithstanding anything to the contrary set forth herein, the Stockholder acknowledges that it has read the Issuer is a blank check company Prospectus and understands that Ackrell has established the Trust Account containing the proceeds of IPO and the overallotment units acquired by its underwriters from certain private placements occurring simultaneously with the powers and privileges IPO (including interest accrued from time to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) time thereon for the benefit of the IssuerPublic Stockholders, its public stockholders and that, except as otherwise described in the underwriters Prospectus, Ackrell may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their subunits pursuant to the IPO in connection with the consummation of Ackrell’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”), (b) to the Public Stockholders if Ackrell fails to consummate a Business Combination within twelve (12) months after the closing of the IssuerIPO, subject to extension by Ackrell’s initial public offeringboard of directors, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any Taxes, or (d) to Ackrell after or concurrently with the consummation of a Business Combination. For and in consideration of the Issuer Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber, the Stockholder hereby agrees on behalf of itself, itself and its affiliates and Representatives (acting on behalf Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Stockholder nor any of Subscriber), hereby irrevocably waives its Affiliates do now or shall at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription AgreementAgreement or other Transaction Documents or any proposed or actual business relationship between the Company and Ackrell or their respective Representatives, in or to any monies held in on the Trust Accountone hand, and agrees not to seek recourse the Stockholder or make or bring any actionits Representatives, suit, claim or on the other proceeding against the Trust Account as a result ofhand, or arising out ofany other matter, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Subscriber acknowledges The Stockholder on behalf of itself and agrees its Affiliates hereby irrevocably waives any Released Claims 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 Stockholder or any other business combination, any subsequent liquidation of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby any negotiations or the Acquired Shares, it shall pursue such claim solely Contracts with Ackrell or its Representatives and will not seek recourse 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 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 distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Ackrell or its Affiliates). The Stockholder agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company and its Affiliates to induce the Company to enter in this Agreement, and the Stockholder further intends and understands such waiver to be valid, binding and enforceable against the Stockholder and each of its Affiliates under applicable Law. To the extent the Stockholder or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Ackrell or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Ackrell or its Representatives, the Stockholder hereby acknowledges and agrees that the Stockholder’s and its Affiliates’ sole remedy shall be against funds that have been released from held outside of the Trust Account and that such claim shall not permit the Stockholder or its Affiliates (or any assets that person claiming on any of their behalves or in lieu of any of them) to have been purchased any claim against the Trust Account (including any distributions therefrom) or acquired any amounts contained therein. In the event the Stockholder or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Ackrell or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, Ackrell and its Representatives, as applicable, shall be entitled to recover from the Stockholder and its Affiliates the associated legal fees and costs in connection with any such funds)action, in the event Ackrell or (z) be deemed to limit Subscriber’s rightits Representatives, titleas applicable, interest prevails in such action or claim proceeding. Notwithstanding anything in this Agreement to the Trust Account by virtue contrary, the provisions of Subscriber’s record or beneficial ownership of Class A Shares of this paragraph shall survive indefinitely with respect to the Issuer acquired by any means other than pursuant to obligations set forth in this Subscription Agreement.

Trust Account Waiver. From anything to the contrary set forth herein, Subscriber acknowledges that it has read the Issuer is Investment Management Trust Agreement, dated as of December 17, 2020, by and between the SPAC and Continental Stock Transfer & Trust Company, a blank check company with New York corporation, and understands that the powers SPAC has established the trust account described therein (the “Trust Account”) for the benefit of the SPAC’s public shareholders and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving that disbursements from the Issuer and one or more businessesTrust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges that, as described in and agrees that the IssuerSPAC’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s sole assets consist of the cash proceeds of the IssuerSPAC’s initial public offering and private 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 the Issuer, its public stockholders shareholders. Accordingly, Subscriber hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and the underwriters SPAC to collect from the Trust Account any monies that may be owed to them by the SPAC or any of the Issuer’s initial public offering. For and its affiliates in consideration of the Issuer entering into each case, in connection with this Subscription Agreement, and will not seek recourse against the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), hereby irrevocably waives Trust Account at any and all right, title and interest, or any claim of any kind they have or may have time in the future as a result of, or arising out of, connection with this Subscription Agreement, including for any knowing and intentional material breach by any of the parties to this Subscription Agreement of any of its representations or warranties as set forth in or to any monies 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, the transactions contemplated hereby or the Acquired Shares, regardless such party’s material breach of whether such claim arises based on contract, tort, equity any of its covenants 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 agreements set forth 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, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the transactions contemplated hereby knowledge that the taking of such act or the Acquired Shares, it shall pursue failure to take 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 Accountact would cause a material breach of this Subscription Agreement; provided, however, that nothing in this Section 9 shall (x) shall serve to limit or prohibit the Subscriber’s right to pursue a claim against Issuer for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (y) shall serve to limit or prohibit any claims that the Subscriber may have in the future against Issuer’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), ) or (z) shall be deemed to limit Subscriber’s right, title, interest interest, or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares securities of the Issuer SPAC acquired by any means means, other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the SPAC. In the event Subscriber has any Claim against the SPAC under this Subscription Agreement, Subscriber shall pursue such Claim solely against the SPAC and its assets outside the Trust Account and not against the property or any monies in the Trust Account. This Section ‎8 shall survive the termination of this Subscription Agreement for any reason.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that it has had access to and an adequate opportunity to review the Issuer is publicly filed prospectus of Altimeter, including the form of investment management trust agreement, by and between Altimeter and Continental Stock Transfer & Trust Company, a blank check company with New York corporation, and understands that Altimeter has established the powers trust account described therein (the “Trust Account”) for the benefit of Altimeter’s public stockholders and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving that disbursements from the Issuer and one or more businessesTrust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges that, as described in the Issuerthat Altimeter’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s sole assets consist of the cash proceeds of the IssuerAltimeter’s initial public offering and private 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 the Issuer, its public stockholders and agrees that Subscriber has no right, title or interest of any kind in the underwriters Trust Account and the monies that may now or in the future be deposited therein. Accordingly, Subscriber hereby waives any past, present or future claim of any kind (including with respect to claiming any right, title or interest in respect of such Trust Account) arising out of or relating to this Subscription Agreement against, and any right to access, the Trust Account, any trustee of the Issuer’s initial public offering. For Trust Account and in consideration Altimeter to collect from the Trust Account any monies that may be owed to them by Altimeter or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever, including for any knowing and intentional material breach by any of the Issuer entering into parties to this Subscription Agreement of any of its representations or warranties as set forth in this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), hereby irrevocably waives any and all right, title and interest, or any claim such party’s material breach of any kind they have of its covenants or may have other agreements set forth in the future as a result of, or arising out of, this Subscription Agreement, in which material breach constitutes, or to any monies 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 is a result consequence of, a purposeful act or arising out of, failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement, . This Section 6 shall survive the transactions contemplated hereby or the Acquired Shares, regardless termination 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 Agreement for any monies or other assets in the Trust Account; provided, however, that nothing in this Section 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreementreason.

Trust Account Waiver. Subscriber acknowledges that the Issuer MBSC 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 the Issuer MBSC and one or more businessesbusinesses or assets. Subscriber further acknowledges that, as described in the IssuerMBSC’s prospectus relating to its initial public offering dated June 29October 25, 2020, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the IssuerMBSC’s assets consist of the cash proceeds of the IssuerMBSC’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the IssuerMBSC, its public stockholders and the underwriters of the IssuerMBSC’s initial public offering. The cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus, including with respect to interest earned on the funds held in the Trust Account that may be released to MBSC to fund working capital requirements, as well as amounts released to MBSC to pay its franchise and income tax obligations, if any. For and in consideration of the Issuer MBSC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, of this Subscription Agreement, in or to any monies 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. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Acquired Securities (or the Underlying Shares) pursuant to MBSC’s amended and restated certificate of incorporation in connection with the Transactions, any subsequent liquidation of the Trust Account or MBSC or otherwise. In the event Subscriber has any claim against MBSC as a result of, or arising out of, this Subscription 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 Securities (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 Underlying Shares), it shall pursue such claim solely against the Issuer MBSC 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 . Notwithstanding anything else in this Section 9 8 to the contrary, nothing herein 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Common Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of MBSC. This Section 8 shall survive any termination of the Subscription Agreement.

Trust Account Waiver. The Subscriber acknowledges that the Issuer Company 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 the Issuer Company and one or more businessesbusinesses or assets. Subscriber further acknowledges that, as described in the IssuerCompany’s prospectus relating to its initial public offering dated June 29December 14, 2020, 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the IssuerCompany’s assets consist of the cash proceeds of the IssuerCompany’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the IssuerCompany, its public stockholders shareholders and the underwriters of the IssuerCompany’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Issuer Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreementfuture, in or to any monies 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, 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 Notwithstanding anything else in this Section 9 8 to the contrary, nothing herein 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of the Company’s Class A Shares of the Issuer ordinary shares acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Company.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that it has read the Issuer is Investment Management Trust Agreement, dated as of September 17, 2021, by and between the SPAC and Continental Stock Transfer & Trust SPAC, a blank check company with New York corporation, and understands that the powers SPAC has established the trust account described therein (the “Trust Account”) for the benefit of the SPAC’s public shareholders and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving that disbursements from the Issuer and one or more businessesTrust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges that, as described in and agrees that the IssuerSPAC’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s sole assets consist of the cash proceeds of the IssuerSPAC’s initial public offering and private 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 the Issuer, its public stockholders shareholders. Accordingly, Subscriber (on behalf of itself and its controlled affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and the underwriters SPAC to collect from the Trust Account any monies that may be owed to them by the SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever, including for any knowing and intentional material breach by any of the Issuer’s initial public offering. For and parties to this Subscription Agreement of any of its representations or warranties as set forth in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), hereby irrevocably waives any and all right, title and interest, or any claim such party’s material breach of any kind they have of its covenants or may have other agreements set forth in the future as a result of, or arising out of, this Subscription Agreement, in which material breach constitutes, or to any monies 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 is a result consequence of, a purposeful act or arising out of, failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement, 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; Agreement; provided, however, that nothing in this Section 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 Subscriber’s right, title, interest interest, or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares securities of the Issuer SPAC acquired by any means means, other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of the SPAC. In the event Subscriber has any Claim against the SPAC under this Subscription Agreement, Subscriber shall pursue such Claim solely against the SPAC and its assets outside the Trust Account and not against the property or any monies in the Trust Account. This Section ‎9 shall survive the termination of this Subscription Agreement for any reason.

Trust Account Waiver. Subscriber acknowledges that Notwithstanding anything to the Issuer is a blank check company with contrary set forth in this Agreement, the powers Company and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businesses. Subscriber further each Acquisition Entity acknowledges that, as described in the Issuer’s final prospectus relating to its initial public offering of SPAC, dated June 29January 21, 20202021 (File No. 333-251917), available at xxx.xxx.xxx, substantially all of the IssuerSPAC’s assets consist of the cash proceeds of the IssuerSPAC’s initial public offering and private 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 shareholders and the underwriters of SPAC’s initial public offering (the “Trust Account”) for ). The Company and each Acquisition Entity further acknowledges that it has been advised by SPAC that funds in the benefit of Trust Account may be disbursed only in accordance with the Issuer, its public stockholders Trust Agreement and the underwriters of the Issuer’s initial public offeringSPAC Articles. For and in consideration of the Issuer SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, the Company (on behalf of itself, itself and its affiliates Affiliates) and Representatives (acting on behalf of Subscriber), each Acquisition Entity hereby irrevocably waives 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 agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription AgreementAgreement and any negotiations, in Contracts or to any monies 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, 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 agreements 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 AccountSPAC; provided, however, that nothing in this Section 9 shall (x) nothing herein shall serve to limit or prohibit the SubscriberCompany’s right to pursue a claim against Issuer SPAC for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable reliefrelief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Share Redemption) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate the SPAC Share Redemption, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Subscriber Company may have in the future against IssuerSPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that the Issuer IIAC 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 the Issuer Company and one or more businessesbusinesses or assets. Subscriber further acknowledges that, as described in the IssuerIIAC’s prospectus relating to its initial public offering dated June 29November 18, 20202020 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of the IssuerIIAC’s assets consist of the cash proceeds of the IssuerIIAC’s initial public offering and a private placements placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the IssuerIIAC, its public stockholders shareholders and the underwriters of the IssuerIIAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to 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 Prospectus. For and in consideration of the Issuer IIAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)representatives, hereby irrevocably irrevocable waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, of this Subscription Agreement, in or to any monies 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, 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 9 8 shall (x) serve to limit or prohibit the Subscriber’s right to pursue a claim against Issuer IIAC 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 IssuerIIAC’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 any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of Class A Shares securities of the Issuer IIAC acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Company.

Trust Account Waiver. The Subscriber acknowledges that the Issuer Company is a blank check special purpose acquisition company with the powers and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer Company and one or more businessesbusinesses or assets. The Subscriber further acknowledges that, as described in the IssuerCompany’s prospectus relating to its initial public offering dated June 29filed with the Commission on October 23, 2020, 2020 and available at xxx.xxx.xxx, substantially all of the IssuerCompany’s assets consist of the cash proceeds of the IssuerCompany’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the IssuerCompany, its public stockholders and the underwriters of the IssuerCompany’s initial public offering. For and in consideration of the Issuer Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), the Subscriber hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have it has or may have in the future as a result of, or arising out of, this Subscription Agreementfuture, in or to any monies 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 Account, in each case, as a result of, or arising out of, this Subscription 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, provided that nothing in this Section 9 10 shall (x) serve be deemed to limit or prohibit (i) the Subscriber’s right to pursue a claim against Issuer the Company for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (yii) serve to limit or prohibit any claims that the Subscriber may have in the future against Issuerthe Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), ) or (ziii) be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Class A Shares Common Stock of the Issuer Company acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber Notwithstanding anything to the contrary set forth in this Agreement, the Company and each Acquisition Entity acknowledges that it has read the Issuer is a blank check company publicly filed final prospectus of SPAC, filed with the powers SEC on October 2, 2020 (File No. 333-248762), including the form of investment management trust agreement by and privileges to effect between SPAC and Continental Stock Transfer & Trust Company, a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securitiesNew York corporation, and substantially all of those proceeds have been deposited in a understands that SPAC has established the trust account described therein (the “Trust Account”) for the benefit of SPAC’s public shareholders and that disbursements from the Issuer, its public stockholders Trust Account are available only in the limited circumstances set forth therein. The Company and the underwriters each Acquisition Entity further acknowledges and agrees that SPAC’s sole assets consist of the Issuercash proceeds of SPAC’s initial public offeringoffering (the “IPO”) and private placements of its securities occurring simultaneously with the IPO, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. For and in consideration of the Issuer entering into this Subscription AgreementAccordingly, the receipt and sufficiency of which are hereby acknowledged, Subscriber, Company (on behalf of itself, itself and its affiliates Affiliates) and Representatives (acting on behalf of Subscriber), each Acquisition Entity hereby irrevocably waives any and all rightpast, title and interest, present or any future claim of any kind they have or may have in the future as a result of, or arising out ofof this Agreement against, this Subscription Agreementand any right to access, in or to any monies held in the Trust Account, any trustee of the Trust Account and agrees SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or any of its Affiliates for any reason whatsoever, and will not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account at any time for any reason whatsoever, including, without limitation, for any knowing and intentional material breach by any of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a result consequence of, a purposeful act or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, regardless of whether failure to act by 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 party 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 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 knowledge that the Subscriber may have in taking of such act or failure to take such act would cause a material breach of this Agreement; This Section 11.1 shall survive the future against Issuer’s assets or funds that are not held in the Trust Account (including termination of this Agreement for any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreementreason.

Trust Account Waiver. Subscriber acknowledges that the Issuer is a blank check company with the powers and privileges to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businessesbusinesses or assets. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29October 26, 20202021 (the “Prospectus”), available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer, its public stockholders shareholders and the underwriters of the Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)affiliates, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, of this Subscription Agreement, in or to any monies 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, the transactions contemplated hereby 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 9 8 shall (xi) serve to limit or prohibit the Subscriber’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, (yii) serve to limit or prohibit any claims that the Subscriber 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 (ziii) be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of SPAC Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Issuer.

Trust Account Waiver. Subscriber acknowledges that 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 the Issuer and one or more businesses. Subscriber further hereby acknowledges that, as described in the IssuerCompany’s prospectus relating to its initial public offering (the “IPO”) dated June 29March 11, 2020, 2022 available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in Company has established a trust account (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the IssuerCompany, its public stockholders and certain other parties (including the underwriters of the IssuerIPO), and that, except as otherwise described in such prospectus, the Company may disburse monies from the Trust Account only to (x) its public stockholders in the event they elect to have their shares of Common Stock redeemed for cash in connection with the consummation of the Company’s initial public offeringbusiness combination, an amendment to its Certificate of Incorporation to extend the deadline by which the Company must consummate its initial business combination, or the Company’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) the Company after or concurrently with the consummation of its initial business combination. For and in consideration of the Issuer Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)affiliates, hereby irrevocably waives (a) agrees that it does not now and shall not at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies assets held in the Trust Account, and agrees shall not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account Account, arising out or as a result of, in connection with or arising out of, relating in any way to this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber acknowledges liability (any and agrees all such claims are collectively referred to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it shall not may 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 against the Trust Account now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future 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 and (c) will not seek recourse against the Issuer Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Company to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its assets Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not against the Trust Account permit Subscriber (or any monies or other assets in the Trust Account; provided, however, that nothing in this Section 9 shall (x) serve to limit or prohibit the person claiming on Subscriber’s right behalf or in lieu of Subscriber) to pursue a have any 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 distributions therefrom) or any assets that have been purchased or acquired with any such funds), or (z) amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s right, title, interest or claim right to distributions from the Trust Account in accordance with the Company’s Certificate of Incorporation in respect of any redemptions by virtue Subscriber in respect of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer Common Stock acquired by any means other than pursuant to this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, the provisions of this Section 7 shall survive termination of this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that Reference is made to the Issuer is a blank check company final prospectus of BOA, filed with the powers SEC (File Nos. 333-252739 and privileges to effect a merger333-253423) on February 24, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving 2021 (the Issuer “Prospectus”). The Company acknowledges and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering agrees and private placements of its securities, and substantially all of those proceeds have been deposited in understands that BOA has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Issuer, its BOA’s public stockholders (including overallotment shares acquired by BOA’s underwriters, the “Public Stockholders”), and BOA may disburse monies from the underwriters of Trust Account only in the Issuer’s initial public offeringexpress circumstances described in the Prospectus. For and in consideration of the Issuer BOA entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber, the Company agrees on behalf of itself, itself and its affiliates and Representatives (acting on behalf that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of Subscriber), hereby irrevocably waives the Company nor any and all of its Representatives does now or shall at any time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription AgreementAgreement or any proposed or actual business relationship between BOA or any of its Representatives, in on the one hand, and, the Company or to any monies held in of its Representatives, on the Trust Accountother hand, or any other matter, 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, 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 liabilityliability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Subscriber acknowledges The Company, on its own behalf and agrees on behalf of its Representatives, hereby irrevocably waives any Trust Account Released Claims 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 its Representatives may have against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, this Subscription Agreementany negotiations, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely Contracts with BOA or its Representatives and will not seek recourse 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 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 distributions therefrom) for any assets that have been purchased reason whatsoever (including for an alleged breach of any agreement with BOA or acquired with any such fundsits Affiliates), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that Notwithstanding anything to the Issuer is a blank check company with contrary set forth in this Agreement, the powers Company and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businesses. Subscriber further each Acquisition Entity acknowledges that, as described in the Issuer’s final prospectus relating to its initial public offering dated June 29of SPAC, 2020filed with the SEC on September 30, available at xxx.xxx.xxx2021 (Registration No. 333-254062) (the “SPAC Prospectus”), substantially all of SPAC has established the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account described therein (the “Trust Account”) for the benefit of SPAC’s public shareholders pursuant to the Issuer, its public stockholders Trust Agreement and that disbursements from the underwriters Trust Account are available only in the limited circumstances set forth therein. The Company and each Acquisition Entity further acknowledges and agrees that a significant amount of SPAC’s assets consist of the Issuercash proceeds of SPAC’s initial public offeringoffering (the “IPO”) and private placements of its securities occurring simultaneously with the IPO, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. For and in consideration of the Issuer entering into this Subscription AgreementAccordingly, the receipt and sufficiency of which are hereby acknowledged, Subscriber, Company (on behalf of itself, itself and its affiliates Affiliates) and Representatives (acting on behalf of Subscriber), each Acquisition Entity hereby irrevocably waives any and all rightReleased Claims (as defined below), title and interestin the past, now or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in any negotiation, contracts or agreements with the Company, each Acquisition Entity, or its respective representative, against, and any right to any monies held in access, the Trust Account, and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against trustee of the Trust Account and SPAC, to collect from the Trust Account any monies that may be owed to them by SPAC or any of its Affiliates for any reason whatsoever, regardless of whether such claim arises as a result of, in connection with or arising out ofrelating to any way to, this Subscription AgreementAgreement or any other matter, the transactions contemplated hereby or the Acquired Shares, and 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 Agreementliability (collectively, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely against the Issuer “Released Claims”) and its assets outside the Trust Account and will not seek recourse against the Trust Account or at any monies or other assets in time for any reason. Notwithstanding the Trust Account; providedforegoing, however, that nothing in this Section 9 herein shall (x) serve to limit or prohibit the SubscriberCompany’s right to pursue a claim against Issuer SPAC pursuant to this Agreement for legal relief against monies or other assets of SPAC held outside the Trust Account, Account or for specific performance or other equitable relief, (y) serve to limit relief in connection with the Transactions or prohibit any claims that the Subscriber may have for intentional fraud 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares making of the Issuer acquired by representations and warranties in Article IV. This Section 11.1 shall survive the termination of this Agreement for any means other than pursuant to this Subscription Agreementreason.

Trust Account Waiver. Subscriber acknowledges that Reference is made to the Issuer is a blank check company final prospectus of Bxxxxx, filed with the powers and privileges to effect a mergerSEC (File No. 333-253324) on September 13, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving 2021 (the Issuer and one or more businesses“Prospectus”). Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all Each of the Issuer’s assets consist of Transferors and the cash proceeds of the Issuer’s initial public offering Company acknowledges and private placements of its securities, agrees and substantially all of those proceeds have been deposited in understands that Bxxxxx has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Issuer, its Bannix’s public stockholders (including overallotment shares acquired by Bxxxxx’s underwriters, the “Public Stockholders”), and Bannix may disburse monies from the underwriters of Trust Account only in the Issuer’s initial public offeringexpress circumstances described in the Prospectus. For and in consideration of the Issuer Bannix entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber, the Transferors and Company agrees on behalf of itself, itself and its affiliates and Representatives (acting on behalf that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of Subscriber)the Transferors, hereby irrevocably waives the Company nor any and all of their respective Representatives does now or shall at any time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription AgreementAgreement or any proposed or actual business relationship between Bannix or any of its Representatives, in on the one hand, and, the Transferors, the Company or to any monies held in of their respective Representatives, on the Trust Accountother hand, or any other matter, 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, 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 liabilityliability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Subscriber acknowledges The Transferors and agrees the Company, on their own behalf and on behalf of their respective Representatives, hereby irrevocably waives any Trust Account Released Claims 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 its Representatives may have against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, this Subscription Agreementany negotiations, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely Contracts with Bannix or its Representatives and will not seek recourse 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 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 distributions therefrom) for any assets that have been purchased reason whatsoever (including for an alleged breach of any agreement with Bannix or acquired with any such fundsits Affiliates), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that the Issuer is a blank check company with the powers and privileges to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businessesbusinesses or assets. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29September 10, 20202020 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer, its public stockholders shareholders and the underwriters of the Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, of this Subscription Agreement, in or to any monies 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, 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 9 8 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 AccountAccount (so long as such claim would not affect Issuer’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Issuer), 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), ) (so long as such claim would not affect Issuer’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Issuer) or (z) be deemed to limit any of Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of Class A Shares securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Issuer.

Trust Account Waiver. Subscriber acknowledges that 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 the Issuer and one or more businessesbusinesses or assets. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29July 20, 20202017 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer, its public stockholders and certain parties (including the underwriters of the Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies 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, 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 certificate of incorporation 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 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that 10.1 Reference is made to the Issuer is a blank check company final prospectus of AJAX, filed with the powers SEC (File No. 333- 249411) on 16 October 2020 (the Prospectus). The Seller acknowledges and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer agrees and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in understands that AJAX has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the IPO) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of AJAX’s public shareholders (including overallotment shares acquired by AJAX’s underwriters), and AJAX may disburse monies from the Issuer, its public stockholders and Trust Account only in the underwriters of express circumstances described in the Issuer’s initial public offeringProspectus. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are The Seller hereby acknowledged, Subscriber, agrees on behalf of itself, itself and its affiliates and Representatives (acting on behalf that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of Subscriber), hereby irrevocably waives the Seller nor any and all of its respective Representatives does now or shall at any time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription AgreementAgreement or any proposed or actual business relationship between AJAX or any of its Representatives, in on the one hand, and, the Seller and its Representatives, on the other hand, or to any monies held in the Trust Accountother matter, 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, 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 liability (any and agrees that it shall not have any redemption rights with respect all such claims are collectively referred 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 hereafter as the Trust Account Released Claims). The Seller on its own behalf and on behalf of its Representatives, hereby irrevocably waives any Trust Account Released Claims that it or the Issuer or otherwise. In the event Subscriber has any claim of its Representatives may have against the Issuer Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreementany negotiations, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely contracts with AJAX or its Representatives and will not seek recourse 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 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 distributions therefrom) for any assets that have been purchased reason whatsoever (including for an alleged breach of any agreement with AJAX or acquired with any such fundsits Affiliates), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that the Issuer is a blank check company with the powers and privileges to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businessesbusinesses or assets. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29October 26, 20202021 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer, its public stockholders shareholders and the underwriters of the Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)affiliates, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, of this Subscription Agreement, in or to any monies 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, the transactions contemplated hereby 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 9 8 shall (xi) serve to limit or prohibit the Subscriber’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, (yii) serve to limit or prohibit any claims that the Subscriber 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 (ziii) be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of SPAC Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Issuer.

Trust Account Waiver. Subscriber acknowledges that Reference is made to the Issuer is a blank check company final prospectus of Bxxxxx, filed with the powers and privileges to effect a mergerSEC (File No. 333-253324) on September 13, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving 2021 (the Issuer and one or more businesses“Prospectus”). Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all Each of the Issuer’s assets consist of Transferors and the cash proceeds of the Issuer’s initial public offering Company acknowledges and private placements of its securities, agrees and substantially all of those proceeds have been deposited in understands that Bxxxxx has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Issuer, its Bxxxxx’s public stockholders (including overallotment shares acquired by Bxxxxx’s underwriters, the “Public Stockholders”), and Bannix may disburse monies from the underwriters of Trust Account only in the Issuer’s initial public offeringexpress circumstances described in the Prospectus. For and in consideration of the Issuer Bannix entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber, the Transferors and Company agrees on behalf of itself, itself and its affiliates and Representatives (acting on behalf that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of Subscriber)the Transferors, hereby irrevocably waives the Company nor any and all of their respective Representatives does now or shall at any time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription AgreementAgreement or any proposed or actual business relationship between Bannix or any of its Representatives, in on the one hand, and, the Transferors, the Company or to any monies held in of their respective Representatives, on the Trust Accountother hand, or any other matter, 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, 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 liabilityliability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Subscriber acknowledges The Transferors and agrees the Company, on their own behalf and on behalf of their respective Representatives, hereby irrevocably waives any Trust Account Released Claims 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 its Representatives may have against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, this Subscription Agreementany negotiations, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely Contracts with Bannix or its Representatives and will not seek recourse 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 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 distributions therefrom) for any assets that have been purchased reason whatsoever (including for an alleged breach of any agreement with Bannix or acquired with any such fundsits Affiliates), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that Reference is made to the Issuer is a blank check company final prospectus of SPAC, filed with the powers SEC (File No. 333-259338) on December 28, 2021 (the “Prospectus”). The Company and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer Acquisition Entities acknowledge and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering agree and private placements of its securities, and substantially all of those proceeds have been deposited in understand that SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public shareholders (including overallotment shares acquired by SPAC’s underwriters, the Issuer“Public Shareholders”), its public stockholders and SPAC may disburse monies from the underwriters of Trust Account only in the Issuer’s initial public offeringexpress circumstances described in the Prospectus. For and in consideration of the Issuer SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber, the Company and the Acquisition Entities each hereby agree on behalf of itself, itself and its affiliates and Representatives (acting on behalf that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of Subscriber)the Company, hereby irrevocably waives the Acquisition Entities nor any and all of their respective Representatives does now or shall at any time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription AgreementAgreement or any proposed or actual business relationship between SPAC or any of its Representatives, in on the one hand, and, the Company, the Acquisition Entities or to any monies held in of their respective Representatives, on the Trust Accountother hand, or any other matter, 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, 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 liabilityliability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Subscriber acknowledges Each of Company and agrees the Acquisition Entities, on its own behalf and on behalf of their respective Representatives, hereby irrevocably waive any Trust Account Released Claims 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 its Representatives may have against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, this Subscription Agreementany negotiations, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely against the Issuer Contracts with SPAC or its Representatives and its assets outside the Trust Account and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with SPAC or any monies or other assets in its Affiliates). Notwithstanding the Trust Account; providedforegoing, however, that nothing in this Section 9 herein shall (x) serve to limit or prohibit the SubscriberCompany’s and the Acquisition Entities’ right to pursue a claim against Issuer SPAC pursuant to this Agreement for legal relief or for Fraud against monies or other assets of SPAC held outside the Trust AccountAccount (other than distribution therefrom directly or indirectly to SPAC’s public stockholders), or for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that relief in connection with 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription AgreementTransactions.

Trust Account Waiver. Subscriber The Company acknowledges that the Issuer PACI is a blank check company with the powers and privileges to effect affect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businessesBusiness Combination. Subscriber The Company further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29November 30, 2020, 2021 (the “PACI Prospectus”) available at xxx.xxx.xxx, substantially all of the IssuerPACI’s assets consist of the cash proceeds of the IssuerPACI’s initial public offering (the “IPO”) and private placements of its securities, securities and substantially all of those proceeds have been were deposited in a trust account for the benefit of holders of PACI Class A Common Stock and the underwriters of PACI’s IPO (the “Trust Account”). The Company acknowledges that it has been advised by PACI that, except with respect to interest earned on the funds held in the Trust Account that may be released to PACI to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only: (i) if PACI completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the PACI Prospectus; (ii) if PACI fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to PACI in limited amounts to permit PACI to pay the costs and expenses of its liquidation and dissolution, and then to the holders of PACI Class A Common Stock; and (iii) if PACI holds a shareholder vote to amend PACI’s certificate of incorporation or the Trust Agreement to modify the substance or timing of the obligation to redeem 100% of the shares of the PACI Class A Common Stock if PACI fails to complete a Business Combination within the allotted time period, then for the benefit redemption of the Issuer, its public stockholders and the underwriters any shares of the Issuer’s initial public offeringPACI Class A Common Stock properly tendered in connection with such vote. For and in consideration of the Issuer PACI entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), the Company hereby irrevocably waives any and all right, title and title, interest, or any claim of any kind they have it has or may have in the future in or to any monies 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, in or to any monies held in the Trust Accountnegotiations, and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result ofContracts, or arising out ofagreements with PACI, this Subscription 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 liabilityrelationship between the parties. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to Notwithstanding the Acquired Shares pursuant to the Issuer’s organizational documents in connection with the Transactions or any other business combinationforegoing, 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 9 shall (x) nothing herein shall serve to limit or prohibit the SubscriberCompany’s right to pursue a claim (A) against Issuer PACI for legal relief against monies or other assets held outside the Trust Account, or (B) for specific performance or other equitable reliefrelief in connection with the consummation of the transactions, including a claim for PACI 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 PACI Share Redemptions) to the applicable Persons in accordance with the terms of this Agreement and the Trust Agreement, so long as such claim would not affect PACI’s ability to fulfill its obligation to effectuate PACI Share Redemptions, and (y) nothing herein shall serve to limit or prohibit any claims Action that the Subscriber Group Companies may have in the future against IssuerPACI’s assets or funds that are not held in the Trust Account (Account, including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that 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 the Issuer and one or more businesses. Subscriber further The Company acknowledges that, as described in the Issuer’s final prospectus relating to its initial public offering of SPAC, dated June 29February 18, 20202021 and filed with the SEC on February 19, 2021 (File No: 333-252598) (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the IssuerSPAC’s assets consist of the cash proceeds of the Issuer’s initial public offering IPO and private placements of its securitiessecurities occurring simultaneously with the IPO, and substantially all of those proceeds (including overallotment securities acquired by SPAC’s underwriters) have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer, its SPAC’s public stockholders and (including overallotment shares acquired by the underwriters of SPAC) (“Public Stockholders”). The Company understands and acknowledges that, except with respect to interest earned on the Issuer’s initial public offeringfunds held in the Trust Account that may be released to SPAC to pay its Taxes (and up to $100,000 in dissolution expenses), cash in the Trust Account may be disbursed only (i) to the Public Stockholders that elect to redeem their SPAC Common Stock if SPAC completes a transaction which constitutes a Business Combination or in connection with an extension of the deadline to consummate a Business Combination; (ii) to the Public Stockholders if SPAC fails to complete a Business Combination within twenty-four (24) months after the closing of the IPO (as such date may be extended by amendment to the SPAC Governing Documents with the consent of the SPAC Stockholders); and (iii) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Issuer SPAC entering into this Subscription AgreementAgreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriberthe Company, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)Affiliates, hereby irrevocably waives agrees that, notwithstanding anything to the contrary contained in this Agreement, neither it nor any and all of its Affiliates do now or shall at any time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out of, relating in any way to this Subscription Agreement, in or to any monies held in proposed or actual business relationship between SPAC or its Representatives, on the Trust Accountone hand, and agrees not to seek recourse the Company or make or bring any actionits Representatives, suit, claim or on the other proceeding against the Trust Account as a result ofhand, or arising out ofany other matter, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Subscriber acknowledges The Company on behalf of itself and agrees its Affiliates hereby irrevocably waives any Released Claims 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 Company or any other business combination, any subsequent liquidation of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever. The Company acknowledges and agrees that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by SPAC and its Affiliates to induce SPAC to enter into this Agreement, and the transactions contemplated hereby or the Acquired SharesCompany further intends and understands such waiver to be valid, it shall pursue such claim solely binding and enforceable against the Issuer Company and each of its Affiliates under applicable Law. To the extent that the Company or any of its Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which Action seeks, in whole or in part, monetary relief against SPAC or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its assets Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company 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 monies or other assets in amounts contained therein. This ‎Section 10.1 will survive any termination of this Agreement for any reason and continue indefinitely. Notwithstanding the Trust Account; providedforegoing, however, that nothing in this Section 9 shall (x) serve to limit or nothing herein shall prohibit the Subscriber’s Rumble Companies’ right to pursue a claim against Issuer SPAC for legal relief against monies or other assets held outside the Trust AccountAccount (other than distributions therefrom directly or indirectly to the Public Stockholders), for specific performance or other equitable relief, relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Share Redemptions) to SPAC in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect SPAC’s ability to fulfill its obligations to effectuate the SPAC Share Redemptions and (y) nothing herein shall serve to limit or prohibit any claims that the Subscriber Rumble Companies may have in the future against IssuerSPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to but excluding distributions from the Trust Account by virtue of Subscriber’s record directly or beneficial ownership of Class A Shares of indirectly to the Issuer acquired by any means other than pursuant to this Subscription AgreementPublic Stockholders).

Trust Account Waiver. Subscriber acknowledges Notwithstanding anything else in this Agreement, the Group Companies acknowledge that they have read the Issuer is prospectus dated July 23, 2020 (the “Prospectus”) and understand that Parent has established the Trust Account for the benefit of Parent’s public stockholders and that Parent may disburse monies from the Trust Account only (a) to Parent in limited amounts from time to time in order to permit Parent to pay its operating expenses, (b) if Parent completes the transactions which constitute a blank check company with the powers Business Combination, then to those Persons and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businesses. Subscriber further acknowledges that, in such amounts as described in the IssuerProspectus, and (c) if Parent fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Parent in limited amounts to permit Parent to pay the costs and expenses of its liquidation and dissolution, and then to Parent’s prospectus relating public stockholders. All liabilities and obligations of Parent due and owing or incurred at or prior to the Closing shall be paid as and when due, including all amounts payable (x) to Parent’s public stockholders in the event they elect to have their shares redeemed in accordance with Parent’s Organizational Documents and/or the liquidation of Parent, (y) to Parent after, or concurrently with, the consummation of a Business Combination, and (z) to Parent in limited amounts for its operating expenses and tax obligations incurred in the Ordinary Course. The Group Companies further acknowledge that, if the transactions contemplated by this Agreement (or, upon termination of this Agreement, another Business Combination) are not consummated by January 27, 2023, Parent will be obligated to return to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of stockholders the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer, its public stockholders and the underwriters of the Issuer’s initial public offering. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies amounts being held in the Trust Account, and agrees not to seek recourse or make or bring any actionunless such date is otherwise extended. Upon the Closing, suit, claim or other proceeding against Parent shall cause the Trust Account to be disbursed to Parent and as a result of, or arising out of, otherwise contemplated by this Subscription Agreement. Accordingly, 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 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 AccountGroup Companies, for specific performance or each of themselves and their respective subsidiaries, affiliated entities, directors, officers, employees, equityholders, representatives, advisors and all other equitable reliefassociates and Affiliates, (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 Subscriber’s righthereby waive all rights, title, interest or claim of any kind to collect from the Trust Account any monies that may be owed to them by virtue Parent for any reason whatsoever, including for a breach of Subscriber’s record this Agreement by Parent or beneficial ownership any negotiations, agreements or understandings with Parent (whether in the past, present or future), and will not seek recourse against the Trust Account at any time for any reason whatsoever, in each case except as expressly contemplated by this Agreement. This paragraph will survive the termination of Class A Shares of the Issuer acquired by this Agreement for any means other than pursuant to this Subscription Agreementreason.

Trust Account Waiver. Subscriber acknowledges Notwithstanding anything else in this Agreement, the Group Companies acknowledge that they have read the Issuer is prospectus dated July 28, 2021 (the “Prospectus”) and understand that Parent has established the Trust Account for the benefit of Parent’s public stockholders and that Parent may disburse monies from the Trust Account only (a) to Parent in limited amounts from time to time in order to permit Parent to pay its operating expenses, (b) if Parent completes the transactions which constitute a blank check company with the powers Business Combination, then to those Persons and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businesses. Subscriber further acknowledges that, in such amounts as described in the IssuerProspectus, and (c) if Parent fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Parent in limited amounts to permit Parent to pay the costs and expenses of its liquidation and dissolution, and then to Parent’s prospectus relating public stockholders. All liabilities and obligations of Parent due and owing or incurred at or prior to the Closing shall be paid as and when due, including all amounts payable (x) to Parent’s public stockholders in the event they elect to have their shares redeemed in accordance with Parent’s Organizational Documents and/or the liquidation of Parent, (y) to Parent after, or concurrently with, the consummation of a Business Combination, and (z) to Parent in limited amounts for its operating expenses and tax obligations incurred in the Ordinary Course. The Group Companies further acknowledge that, if the transactions contemplated by this Agreement (or, upon termination of this Agreement, another Business Combination) are not consummated by February 2, 2023, Parent will be obligated to return to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of stockholders the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer, its public stockholders and the underwriters of the Issuer’s initial public offering. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies amounts being held in the Trust Account, and agrees not to seek recourse or make or bring any actionunless such date is otherwise extended. Upon the Closing, suit, claim or other proceeding against Parent shall cause the Trust Account to be disbursed to Parent and as a result of, or arising out of, otherwise contemplated by this Subscription Agreement. Accordingly, 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 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 AccountGroup Companies, for specific performance or each of themselves and their respective subsidiaries, affiliated entities, directors, officers, employees, stockholders, representatives, advisors and all other equitable reliefassociates and Affiliates, (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 Subscriber’s righthereby waive all rights, title, interest or claim of any kind to collect from the Trust Account any monies that may be owed to them by virtue Parent for any reason whatsoever, including for a breach of Subscriber’s record this Agreement by Parent or beneficial ownership any negotiations, agreements or understandings with Parent (whether in the past, present or future), and will not seek recourse against the Trust Account at any time for any reason whatsoever, in each case except as expressly contemplated by this Agreement. This paragraph will survive the termination of Class A Shares of the Issuer acquired by this Agreement for any means other than pursuant to this Subscription Agreementreason.

Trust Account Waiver. Subscriber The Company acknowledges that the Issuer Acquiror 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 the Issuer and one or more businessesBusiness Combination. Subscriber The Company further acknowledges thatthat it has read the prospectus dated December 27, as described in 2021 (the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, “Prospectus”) available at xxx.xxx.xxx, xxx.xxx.xxx and that substantially all of the IssuerAcquiror’s assets consist of the cash proceeds of the IssuerAcquiror’s initial public offering and private 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 the IssuerAcquiror, certain of its public stockholders and the underwriters of the IssuerAcquiror’s initial public offeringoffering (the “Trust Account”). 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 Acquiror to pay its franchise Tax, income Tax and similar obligations, 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 redeem 100% of Acquiror Common Shares if Acquiror fails to complete a Business Combination within the allotted time period, then for the redemption of any Acquiror Common Shares properly tendered in connection with such vote. For and in consideration of the Issuer Acquiror entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), the Company hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind they have it has or may have in the future in or to any monies 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 AgreementAgreement and any negotiations, in Contracts or to any monies 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, 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 agreements 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 AccountAcquiror; provided, however, that nothing in this Section 9 shall (x) nothing herein shall serve to limit or prohibit the SubscriberCompany’s right to pursue a claim against Issuer Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable reliefrelief 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, or for actual fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Subscriber Company may have in the future against IssuerAcquiror’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber Each of ParentCo and the Company acknowledges that SPAC has established the Issuer is a blank check company with Trust Account for the powers and privileges to effect a mergerbenefit of its public SPAC Stockholders (including overallotment shares acquired by SPAC’s underwriters) (the “Public Stockholders”), share exchange, asset acquisition, share purchase, reorganization or similar business combination involving which contains the Issuer and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to proceeds of its initial public offering dated June 29offering, 2020including overallotment securities acquired by SPAC’s underwriters, available at xxx.xxx.xxx, substantially all of and from certain private placements occurring simultaneously with the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”including interest accrued from time to time thereon) for the benefit of the Issuer, its public stockholders Public Stockholders and certain other parties (including the underwriters of the Issuer’s initial public offering). For and in consideration of the Issuer SPAC entering into this Subscription AgreementAgreement and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscribereach of ParentCo and the Company, on behalf of itself, for itself and its affiliates and Representatives (acting on behalf of Subscriber)the Affiliates it has the authority to bind, hereby irrevocably waives agrees it does not now and shall not at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any assets in the future Trust Account or distributions therefrom to Public Stockholders (“Public Distributions”), regardless of whether such claim arises as a result of, in connection with or arising out of, relating in any way to this Subscription Agreement, in Agreement or to any monies held in the Trust Accountother matter, 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, 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 liabilityliability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Subscriber acknowledges Each of ParentCo and agrees the Company for itself and the Affiliates it has the authority to bind hereby irrevocably waives any Released Claims that it shall not may 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 against the Trust Account or Public Distributions now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, this Subscription Agreementany discussions, the transactions contemplated hereby contracts or the Acquired Sharesagreements with SPAC, it shall pursue such claim solely against the Issuer Sponsor or any of their Affiliates and its assets outside the Trust Account and will not seek recourse against the Trust Account or Public Distributions for any monies or other assets in the Trust Accountreason whatsoever; provided, however, provided that (a) nothing in this Section 9 herein shall (x) serve to limit or prohibit ParentCo or the SubscriberCompany’s right to pursue a claim against Issuer SPAC for legal relief against monies or other assets held outside the Trust AccountAccount (other than Public Distributions), for specific performance or other equitable relief, relief in connection with the consummation of the transactions (yincluding a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to redemptions by Public Stockholders) to the Company in accordance with the terms of this Agreement and the Trust Agreement) and (b) nothing herein shall serve to limit or prohibit any claims that the Subscriber Company may have in the future against IssuerSPAC’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, but excluding any Public Distributions), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares . Each of the Issuer acquired by any means other than pursuant Company and ParentCo 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 Agreement, and each of the Company and ParentCo further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates it has the authority to bind under applicable Law.

Trust Account Waiver. Subscriber acknowledges Notwithstanding anything else in this Agreement, the Group Companies and the Equity Holders acknowledge that they have read the Issuer is prospectus dated July 14, 2016 (the “Prospectus”) and understand that Parent has established the Trust Account for the benefit of Parent’s public stockholders and that Parent may disburse monies from the Trust Account only (a) to Parent in limited amounts from time to time in order to permit Parent to pay its operating expenses, (b) if Parent completes the transactions which constitute a blank check company with the powers Business Combination, then to those Persons and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businesses. Subscriber further acknowledges that, in such amounts as described in the IssuerProspectus, and (c) if Parent fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Parent in limited amounts to permit Parent to pay the costs and expenses of its liquidation and dissolution, and then to Parent’s prospectus relating public stockholders. All liabilities and obligations of Parent due and owing or incurred at or prior to the Closing shall be paid as and when due, including all amounts payable (x) to Parent’s public stockholders in the event they elect to have their shares redeemed in accordance with Parent’s Organizational Documents and/or the liquidation of Parent, (y) to Parent after, or concurrently with, the consummation of a Business Combination, and (z) to Parent in limited amounts for its operating expenses and tax obligations incurred in the Ordinary Course. The Group Companies and the Equity Holders further acknowledge that, if the transactions contemplated by this Agreement (or, upon termination of this Agreement, another Business Combination) are not consummated by July 20, 2018, Parent will be obligated to return to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of stockholders the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer, its public stockholders and the underwriters of the Issuer’s initial public offering. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies amounts being held in the Trust Account, unless such date is otherwise extended. Upon the Closing, Parent shall cause the Trust Account to be disbursed to Parent and agrees as otherwise contemplated by this Agreement. Accordingly, the Group Companies and the Equity Holders, for each of themselves and their respective subsidiaries, affiliated entities, directors, officers, employees, stockholders, representatives, advisors and all other associates and Affiliates, hereby waive all rights, title, interest or claim of any kind to collect from the Trust Account any monies that may be owed to them by Parent for any reason whatsoever, including for a breach of this Agreement by Parent or any negotiations, agreements or understandings with Parent (whether in the past, present or future), and will not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account at any time for any reason whatsoever, in each case except as a result of, or arising out of, expressly contemplated by this Subscription 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 (i) nothing in this Section 9 herein shall (x) serve to limit or prohibit the Subscriber’s Group Companies’ right to pursue a claim against Issuer Parent for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, and (yii) nothing herein shall serve to limit or prohibit any claims that the Subscriber Group Companies may have in the future against IssuerParent’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to . This paragraph will survive the Trust Account by virtue termination of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by this Agreement for any means other than pursuant to this Subscription Agreementreason.

Trust Account Waiver. Subscriber acknowledges that the Issuer is a blank check company with the powers (a) The Company and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businesses. Subscriber further acknowledges each Acquisition Entity acknowledge that, as described in the Issuer’s final prospectus relating to its initial public offering of SPAC, dated June 29December 9, 20202021 and filed with the SEC on December 13, 2021 (File No: 333-26119 ) available at xxx.xxx.xxx, substantially all of the IssuerSPAC’s assets consist of the cash proceeds of the Issuer’s initial public offering IPO and private placements of its securitiessecurities occurring simultaneously with the IPO, and substantially all of those proceeds (including overallotment securities acquired by SPAC’s underwriters) have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer, its SPAC’s public stockholders and shareholders (including overallotment shares acquired by the underwriters of SPAC) (“Public Shareholders”). The Company and each Acquisition Entity understands and acknowledges that, except with respect to interest earned on the Issuer’s initial public offering. funds held in the Trust Account that may be released to SPAC to pay its Taxes, cash in the Trust Account may be disbursed only (i) to the Public Shareholders that elect to redeem their SPAC Ordinary Shares if SPAC completes a transaction which constitutes a Business Combination or in connection with an extension of the deadline to consummate a Business Combination; (ii) to the Public Shareholders if SPAC fails to complete a Business Combination within twelve (12) months after the closing of the IPO (as such date may be extended by amendment to the SPAC Governing Documents with the consent of the SPAC Shareholders); and (iii) to SPAC after or concurrently with the consummation of a Business Combination. (b) For and in consideration of the Issuer SPAC entering into this Subscription AgreementAgreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscribereach of the Company, on behalf of itselfitself and its Affiliates, and each Acquisition Entity hereby agrees that, notwithstanding anything to the contrary contained in this Agreement, neither it nor any of its affiliates and Representatives (acting on behalf of Subscriber), hereby irrevocably waives Affiliates do now or shall at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out of, relating in any way to this Subscription Agreement, in or to any monies held in proposed or actual business relationship between SPAC or its Representatives, on the Trust Accountone hand, and agrees not to seek recourse the Company or make or bring any actionits Representatives, suit, claim or on the other proceeding against the Trust Account as a result ofhand, or arising out ofany other matter, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Subscriber acknowledges The Company on behalf of itself and agrees its Affiliates hereby irrevocably waives any Released Claims 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 Company or any other business combination, any subsequent liquidation of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever. The Company acknowledges and agrees that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by SPAC and its Affiliates to induce SPAC to enter into this Agreement, and the transactions contemplated hereby or the Acquired SharesCompany further intends and understands such waiver to be valid, it shall pursue such claim solely binding and enforceable against the Issuer Company and each of its Affiliates under applicable Law. (c) To the extent that the Company or any of its Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which Action seeks, in whole or in part, monetary relief against SPAC or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its assets Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company 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 monies or other assets in amounts contained therein. (d) Notwithstanding the Trust Account; providedforegoing, however, that nothing in this Section 9 herein shall (xi) serve to limit or prohibit the Subscriber’s right of the Company or its Affiliates to pursue a claim against Issuer SPAC for legal relief against monies or other assets held outside the Trust AccountAccount (other than distributions therefrom directly or indirectly to the Public Shareholders), for specific performance or other equitable relief, relief in connection with the consummation of the Transactions (yincluding a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Share Redemptions) to SPAC in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect SPAC’s ability to fulfill its obligations to effectuate the SPAC Share Redemptions or (ii) serve to limit or prohibit any claims that the Subscriber Company and its Affiliates may have in the future against IssuerSPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to but excluding distributions from the Trust Account by virtue directly or indirectly to the Public Shareholders). (e) This Section11.1 will survive any termination of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by this Agreement for any means other than pursuant to this Subscription Agreementreason and continue indefinitely.

Trust Account Waiver. Subscriber Each of the Company Parties acknowledges that the Issuer SPAC 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 Business Combination. Each of the Issuer and one or more businesses. Subscriber Company Parties further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 297, 20202024, available at xxx.xxx.xxxwww.sec.gov, substantially all of the Issuer’s SPAC assets consist of the cash proceeds of the IssuerSPAC’s initial public offering and private 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 shareholders and the underwriters of SPAC’s initial public offering (the “Trust Account”) for the benefit ). Each of the Issuer, its public stockholders Company Parties acknowledges that it has been advised by SPAC that funds in the Trust Account may be disbursed only in accordance with the Trust Agreement and the underwriters of the IssuerSPAC’s initial public offeringGoverning Documents. For and in consideration of the Issuer SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf each of itself, and its affiliates and Representatives (acting on behalf of Subscriber), the Company Parties hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind they have it has or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription AgreementAgreement and any negotiations, in Contracts or to any monies 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, 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 agreements 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 AccountSPAC; provided, however, that nothing in this Section 9 shall (x) nothing herein shall serve to limit or prohibit the SubscriberCompany’s right to pursue a claim against Issuer SPAC for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable reliefrelief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the SPAC Shareholder Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate the SPAC Shareholder Redemptions, or for fraud, and (y) nothing herein shall serve to limit or prohibit any claims that the Subscriber Company may have in the future against IssuerSPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges Holdco, Wejo and Merger Subs acknowledge that the Issuer TKB is a blank check company with the powers and privileges to effect a mergerBusiness Combination. Holdco, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer Wejo and one or more businesses. Subscriber Merger Subs further acknowledges acknowledge that, as described in TKB’s final prospectus dated October 26, 2021 (the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, “Prospectus”) available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of the IssuerTKB’s assets consist of the cash proceeds of the IssuerTKB’s initial public offering and private placements of its securitiessecurities occurring substantially simultaneously with such initial public offering, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for . Each of Holdco, Wejo, Merger Sub 1 and Merger Sub 2 acknowledge that it has been advised by TKB that cash in the benefit of Trust Account may be disbursed only in the Issuer, its public stockholders circumstances and to the Persons described in the Prospectus and in accordance with the TKB Organizational Documents and the underwriters Trust Agreement. Holdco, Wejo and Merger Subs further acknowledge that, if the Mergers and the other transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by January 29, 2023 or such later date as approved by the Issuer’s initial public offeringTKB Shareholders to complete a Business Combination, TKB will be obligated to return to its shareholders the amounts being held in the Trust Account. For and in consideration of the Issuer TKB entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscribereach of Holdco, on behalf of itself, Wejo and its affiliates Merger Sub 1 and Representatives (acting on behalf of Subscriber), Merger Sub 2 hereby irrevocably waives any and all right, title and interesttitle, interest or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies 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, 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 otherwise) that it shall not has or may have any redemption rights with respect in the future in or 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; providedAccount and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, howeveror in connection with, that this Agreement or any other negotiations, Contracts or agreements or transactions with TKB. Notwithstanding the foregoing, nothing contained in this Section 9 8.1 shall (x) serve to limit or prohibit the Subscriber’s right to pursue Holdco, Wejo or Merger Subs from (i) pursuing a claim against Issuer for legal relief against assets held outside the Trust Account, TKB (A) for specific performance or other equitable relief, relief in connection with the Mergers and the other transactions contemplated by this Agreement (y) serve including a claim for TKB to limit or prohibit any claims that specifically perform its obligations under this Agreement and cause the Subscriber may have in disbursement of the future against Issuer’s assets or funds that are not held cash balance remaining in the Trust Account (including following any funds that have been released from TKB Share Redemption)) or (B) for damages or payment of the TKB Termination Fee (subject to the provisions of this Agreement) against assets of TKB (or any successor entity) held outside of the Trust Account and any assets that have been purchased or acquired with any such funds), or (zii) be deemed being entitled to limit Subscriber’s right, title, interest or claim to the use of any remaining amounts in the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreementfollowing Closing.

Trust Account Waiver. Subscriber Each of the Company, TopCo and Merger Sub acknowledges that the Issuer SPAC is a blank check company with the powers power and privileges to effect a mergerbusiness combination, share exchangeand that such Party has read SPAC’s final prospectus, asset acquisitiondated October 19, share purchase2021, reorganization or similar business combination involving and other SPAC SEC Reports, SPAC’s Governing Documents and the Issuer Trust Agreement and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, understands that substantially all of the IssuerSPAC’s assets consist of the cash proceeds of the IssuerSPAC’s initial public offering and private placements of its securities, securities and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) Account that SPAC has established described therein for the benefit of SPAC’s public shareholders and that disbursements from the Issuer, its public stockholders and Trust Account are available only in the underwriters limited circumstances set forth in the Trust Agreement. Each of the Issuer’s initial public offeringCompany and TopCo further acknowledges that, if the transactions contemplated by this Agreement or, in the event this Agreement is terminated pursuant to its terms, another business combination is not consummated by January 22, 2023, or such later date as is approved by the shareholders of SPAC to complete a business combination, SPAC will be obligated to return to its shareholders the amounts being held in the Trust Account. For and in consideration Accordingly, each of the Issuer entering into this Subscription AgreementCompany, the receipt TopCo and sufficiency of which are hereby acknowledged, Subscriber, Merger Sub (on behalf of itself, itself and its affiliates and Representatives (acting on behalf of SubscriberAffiliates), notwithstanding anything to the contrary in this Agreement, hereby irrevocably waives any and all past, present or future right, title and interesttitle, interest or any claim of any kind they have against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may have in be owed to them by SPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the future Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription AgreementAgreement and any negotiations, in contracts or to agreements with SPAC, at any monies held in the Trust Account, and agrees not to seek recourse or make or bring time for any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the 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 Accountreason whatsoever; provided, however, provided that nothing in this Section 9 herein shall (x) serve to limit or prohibit the SubscriberCompany’s, TopCo’s or Merger Sub’s right to pursue a claim against Issuer SPAC for legal relief against monies or other assets held outside of the Trust Account, Account (including from and after the consummation of a business combination other than as contemplated by this Agreement) or pursuant to Section 12.14 for specific performance or other equitable relief, injunctive relief (y) serve so long as such claim would not affect SPAC’s ability to limit or prohibit fulfill its redemption obligations). This Section 7.02 shall survive the termination of this Agreement for 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreementreason.

Trust Account Waiver. Subscriber acknowledges that Reference is made to the Issuer is a blank check company final prospectus of SPAC, filed with the powers SEC (File Nos. 333-249274 and privileges to effect a merger333-249575) on October 23, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving 2020 (the Issuer “Prospectus”). The Company acknowledges and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering agrees and private placements of its securities, 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 from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public shareholders (including overallotment shares acquired by SPAC’s underwriters, the Issuer“Public Shareholders”), its public stockholders and SPAC may disburse monies from the underwriters of Trust Account only in the Issuer’s initial public offeringexpress circumstances described in the Prospectus. For and in consideration of the Issuer SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber, the Company hereby agrees on behalf of itself, itself and its affiliates and Representatives (acting on behalf that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of Subscriber), hereby irrevocably waives the Company or any and all of its Representatives does now or shall at any time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription AgreementAgreement or any proposed or actual business relationship between SPAC or any of its Representatives, in on the one hand, and, the Company or to any monies held in of its Representatives, on the Trust Accountother hand, or any other matter, 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, 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 liabilityliability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Subscriber acknowledges The Company, on its own behalf and agrees on behalf of its Representatives, hereby irrevocably waives any Trust Account Released Claims 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 its Representatives may have against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, this Subscription Agreementany negotiations, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely against the Issuer Contracts with SPAC or its Representatives and its assets outside the Trust Account and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with SPAC or any monies or other assets in its Affiliates). Notwithstanding the Trust Account; providedforegoing, however, that nothing in this Section 9 herein shall (x) serve to limit or prohibit the SubscriberCompany’s right to pursue a claim against Issuer SPAC pursuant to this Agreement for legal relief or for Fraud against monies or other assets of SPAC held outside the Trust AccountAccount (other than distribution therefrom directly or indirectly to SPAC’s public stockholders), or for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that relief in connection with 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription AgreementTransactions.

Trust Account Waiver. Notwithstanding anything to the contrary set forth in this Agreement, Subscriber acknowledges that it has read the Issuer is a blank check company final prospectus of SPAC, dated as of October 12, 2021, and filed with the powers SEC on October 13, 2021 (File No. 333-259253), including that certain Investment Management Trust Agreement, dated October 12, 2021, by and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer between SPAC and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securitiesContinental Stock Transfer & Trust Company, and substantially all of those proceeds have been deposited in a understands that SPAC has established the trust account described therein (the “Trust Account”) for the benefit of SPAC’s public shareholders and that disbursements from the Issuer, Trust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of its initial public stockholders offering of units of SPAC (the “IPO”) and the overallotment shares acquired by SPAC’s underwriters and from certain private placements of its securities occurring simultaneously with the IssuerIPO, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of SPAC’s initial public offeringshareholders. For Accordingly, for and in consideration of the Issuer SPAC entering into this Subscription AgreementAgreement and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), Subscriber hereby irrevocably waives any and all rightpast, title and interest, present or any future claim of any kind they have or may have in the future as a result of, or arising out ofof this Agreement against, this Subscription Agreementand any right to access, in or to any monies 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, the transactions contemplated hereby or the Acquired Shares, regardless trustee 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 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 reliefSPAC, Gesher I Sponsor LLC, a Delaware limited liability company (y) serve “Sponsor”), and any of their affiliates, 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 collect from the Trust Account any monies that may be owed to them by SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account, any assets that have been purchased or acquired with any such funds)trustee of the Trust Account, SPAC, Sponsor, or (z) be deemed any of their affiliates at any time for any reason whatsoever, including for such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to limit Subscriber’s right, title, interest act by such party with the knowledge that the taking of such act or claim failure to take such act would cause a material breach of this Agreement. This Section 8 shall survive the Trust Account by virtue termination of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by this Agreement for any means other than pursuant to this Subscription Agreementreason.

Trust Account Waiver. Subscriber acknowledges that 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 the Issuer and one or more businesses. Subscriber further hereby acknowledges that, as described in the IssuerCompany’s prospectus relating to its initial public offering (the “IPO”) dated June 29July 8, 2020, 2021 available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in Company has established a trust account (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the IssuerCompany, its public stockholders and certain other parties (including the underwriters of the IssuerIPO), and that, except as otherwise described in such prospectus, the Company may disburse monies from the Trust Account only to (x) its public stockholders in the event they elect to have their Class A Shares redeemed for cash in connection with the consummation of the Company’s initial public offeringbusiness combination, an amendment to its certificate of incorporation to extend the deadline by which the Company must consummate its initial business combination, or the Company’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) the Company after or concurrently with the consummation of its initial business combination. For and in consideration of the Issuer Company entering into this Convertible Note Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)affiliates, hereby irrevocably waives (a) agrees that it does not now and shall not at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies assets held in the Trust Account, and agrees shall not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account Account, arising out or as a result of, in connection with or arising out of, relating in any way to this Convertible Note Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber acknowledges liability (any and agrees all such claims are collectively referred to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it shall not may 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 against the Trust Account now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, this Convertible Note 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 (c) will not seek recourse against the Trust Account as a result of, in connection with or relating in any monies or other assets in the Trust Accountway to this Convertible Note Subscription Agreement; provided, however, that nothing in this Section 9 7 shall be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this Convertible Note Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Company. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Company to enter into this Convertible Note Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber (or any person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 7 shall (x) serve to limit or prohibit the Subscriber’s right to pursue a claim against Issuer the Company for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that the Subscriber may have in the future against Issuerthe Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), ) or (z) be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of Class A Shares securities of the Issuer Company acquired by any means other than pursuant to this Convertible Note Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Company. Notwithstanding anything in this Convertible Note Subscription Agreement to the contrary, the provisions of this Section 7 shall survive termination of this Convertible Note Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that 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 the Issuer and one or more businesses. Subscriber further hereby acknowledges that, as described in the IssuerCompany’s prospectus relating to its initial public offering (the “IPO”) dated June 29March 30, 2020, 2022 available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in Company has established a trust account (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the IssuerCompany, its public stockholders and certain other parties (including the underwriters of the IssuerIPO), and that, except as otherwise described in such prospectus, the Company may disburse monies from the Trust Account only to (x) its public stockholders in the event they elect to have their shares of Common Stock redeemed for cash in connection with the consummation of the Company’s initial public offeringbusiness combination, an amendment to its Certificate of Incorporation to extend the deadline by which the Company must consummate its initial business combination, or the Company’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) the Company after or concurrently with the consummation of its initial business combination. For and in consideration of the Issuer Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)affiliates, hereby irrevocably waives (a) agrees that it does not now and shall not at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies assets held in the Trust Account, and agrees shall not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account Account, arising out or as a result of, in connection with or arising out of, relating in any way to this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber acknowledges liability (any and agrees all such claims are collectively referred to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it shall not may 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 against the Trust Account now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future 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 and (c) will not seek recourse against the Issuer Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Company to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its assets Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not against the Trust Account permit Subscriber (or any monies or other assets in the Trust Account; provided, however, that nothing in this Section 9 shall (x) serve to limit or prohibit the person claiming on Subscriber’s right behalf or in lieu of Subscriber) to pursue a have any 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 distributions therefrom) or any assets that have been purchased or acquired with any such funds), or (z) amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s right, title, interest or claim right to distributions from the Trust Account in accordance with the Company’s Certificate of Incorporation in respect of any redemptions by virtue Subscriber in respect of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer Common Stock acquired by any means other than pursuant to this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, the provisions of this Section 7 shall survive termination of this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that Each of the Issuer is a blank check company with the powers Xxxxxxx Parties, on behalf of itself and privileges to effect a mergerits Affiliates, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s final prospectus relating to its initial public offering of SPAC, dated June 29October 20, 20202021 and filed with the SEC on October 10, 2021 (File No: 333-260038) available at xxx.xxx.xxx, substantially all of the IssuerSPAC’s assets consist of the cash proceeds of the Issuer’s initial public offering SPAC IPO and private placements of its securitiessecurities occurring simultaneously with the SPAC IPO, and substantially all of those proceeds (including overallotment securities acquired by SPAC’s underwriters) have been deposited in a trust account (the “Trust Account”) Account for the benefit of the Issuer, its public stockholders and Public Stockholders (including overallotment shares acquired by the underwriters of SPAC). Each Xxxxxxx Party understands and acknowledges that, except with respect to interest earned on the Issuer’s initial public offeringfunds held in the Trust Account that may be released to SPAC to pay its Taxes (and up to $100,000 in dissolution expenses), cash in the Trust Account may be disbursed only (i) to the Public Stockholders that elect to redeem their shares of SPAC Stock if SPAC completes a Business Combination or in connection with an extension of the deadline to consummate a Business Combination, (ii) to the Public Stockholders if SPAC fails to complete a Business Combination within the applicable deadline after the closing of the SPAC IPO (as such date has been and may be further extended by amendment to the SPAC Governing Documents with the consent of the SPAC Stockholders) and (iii) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Issuer SPAC entering into this Subscription AgreementAgreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscribereach Xxxxxxx Party, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)Affiliates, hereby irrevocably waives agrees that, notwithstanding anything to the contrary contained in this Agreement, neither it nor any and all of its Affiliates do now or shall at any time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, nor shall such Persons make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out of, relating in any way to this Subscription Agreement, in or to any monies held in proposed or actual business relationship between SPAC or its Representatives, on the Trust Accountone hand, and agrees not to seek recourse any Xxxxxxx Company or make or bring any actionits Representatives, suit, claim or on the other proceeding against the Trust Account as a result ofhand, or arising out ofany other matter, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to hereinafter as the “Released Claims”). Subscriber acknowledges Each Xxxxxxx Party, on behalf of itself and agrees its Affiliates, hereby irrevocably waives any Released Claims 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 its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and agrees to not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever. Each Xxxxxxx Party, on behalf of itself and its Affiliates, hereby acknowledges and agrees that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by SPAC and its Affiliates to induce SPAC to enter into this Agreement, and such Xxxxxxx Party further intends and understands such waiver to be valid, binding and enforceable against it and each of its Affiliates under applicable Law. To the transactions contemplated extent that any Xxxxxxx Company or any of its Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which Action seeks, in whole or in part, monetary relief against SPAC or its Representatives, such Xxxxxxx Company, on its own behalf and on behalf of its Affiliates, hereby or the Acquired Shares, it shall pursue such claim solely against the Issuer acknowledges and agrees that its and its assets Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit it or any of its Affiliates (or any Person claiming on behalf of any of the foregoing or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any monies or other assets in amounts contained therein. This Section 12.1 will survive any termination of this Agreement for any reason and continue indefinitely. Notwithstanding the Trust Account; providedforegoing, however, that nothing in this Section 9 shall (x) serve to limit or nothing herein shall prohibit any of the Subscriber’s right to pursue Xxxxxxx Parties from pursuing a claim against Issuer SPAC for legal relief against monies or other assets held outside the Trust AccountAccount (other than distributions therefrom directly or indirectly to the Public Stockholders), for specific performance or other equitable reliefrelief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to any SPAC Redemption) in accordance with the terms of this Agreement, including Section 8.1, and the Trust Agreement) so long as such claim would not affect SPAC’s ability to fulfill its obligations to effectuate any SPAC Redemption and (y) nothing herein shall serve to limit or prohibit any claims that the Subscriber Xxxxxxx Parties may have in the future against IssuerSPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to but excluding distributions from the Trust Account by virtue of Subscriber’s record directly or beneficial ownership of Class A Shares of indirectly to the Issuer acquired by any means other than pursuant to this Subscription AgreementPublic Stockholders).

Trust Account Waiver. Subscriber acknowledges that the Issuer Flame 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 the Issuer Flame and one or more businessesbusinesses or assets. Subscriber further acknowledges that, as described in the IssuerFlame’s final prospectus relating to its initial public offering dated June 29February 24, 2020, 2021 (the “IPO Prospectus”) available at xxx.xxx.xxx, substantially all of the IssuerFlame’s sole assets consist of the cash proceeds of the IssuerFlame’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the IssuerFlame, its public stockholders and certain parties (including the underwriters of the IssuerFlame’s initial public offering). Except with respect to interest earned on the funds held in the Trust Account that may be released to 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 IPO Prospectus. For and in consideration of the Issuer each of Sable and Flame entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), Subscriber hereby irrevocably waives any and all right, title and interest, or any claim of any kind they had, have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies 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, the transactions contemplated hereby or hereby, the Acquired SharesShares or any Flame Common Stock, 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 any Flame Common Stock pursuant to the IssuerFlame’s organizational documents certificate of incorporation in connection with the Transactions Merger or any other business combination, any subsequent liquidation of the Trust Account or the Issuer Flame or otherwise; provided, however, that nothing in this Section 7 shall be deemed to limit any Subscriber’s right to distributions from the Trust Account in accordance with Flame’s certificate of incorporation in respect of any redemptions by Subscriber of any Flame Common Stock acquired by any means other than pursuant to this Subscription Agreement. In the event Subscriber has any claim against the Issuer Flame as a result of, or arising out of, this Subscription Agreement, Agreement or the transactions contemplated hereby or the Acquired Shareshereby, it shall pursue such claim solely against the Issuer Flame 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 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that Reference is made to the Issuer is a blank check company final prospectus of Acquiror, filed with the powers SEC (File No. 333-259422) on October 4, 2021 (the “Prospectus”). Each XxXxxxx Company acknowledges and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer agrees and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in understands that Acquiror has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering and from certain private placements occurring simultaneously with such initial public offering (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including overallotment shares acquired by Acquiror’s underwriters, the Issuer“Public Shareholders”), its public stockholders and Acquiror may disburse monies from the underwriters of Trust Account only in the Issuer’s initial public offeringexpress circumstances described in the Prospectus. For and in consideration of the Issuer Acquiror entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SubscriberNewco, Merger Sub and each XxXxxxx Company hereby agrees on behalf of itself, itself and its affiliates and Representatives (acting on behalf that, notwithstanding anything to the contrary in this Agreement, neither such Party nor any of Subscriber), hereby irrevocably waives its Representatives does now or shall at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription AgreementAgreement or any proposed or actual business relationship between Acquiror or any of its Representatives, in on the one hand, and, Newco, Merger Sub or to such XxXxxxx Company or any monies held in of its Representatives, on the Trust Accountother hand, or any other matter, 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, 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 liabilityliability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Subscriber acknowledges Newco, Merger Sub and agrees each XxXxxxx Company, on its own behalf and on behalf of its Representatives, hereby irrevocably waives any Trust Account Released Claims 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 its Representatives may have against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, this Subscription Agreementany negotiations, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely Contracts with Acquiror or its Representatives and will not seek recourse 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 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 distributions therefrom) for any assets that have been purchased reason whatsoever (including for an alleged breach of any agreement with Acquiror or acquired with any such fundsits Affiliates), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber Notwithstanding anything else in this Agreement to the contrary, the Company acknowledges that the Issuer (a) Parent is a blank check company with the powers and privileges to effect a mergerBusiness Combination, share exchange(b) they have read the prospectus dated December 9, asset acquisition, share purchase, reorganization or similar business combination involving 2021 (the Issuer “Prospectus”) and one or more businesses. Subscriber further acknowledges that, (c) as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxxtherein, substantially all of the IssuerParent’s assets consist of the cash proceeds of the IssuerParent’s initial public offering and private 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 the IssuerParent, certain of its public stockholders and the underwriters of the IssuerParent’s initial public offering. For The Company further acknowledges and understands that, except with respect to interest earned on the funds held in the Trust Account that may be released to Parent to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) to Parent in limited amounts from time to time in order to permit Parent to pay its operating expenses, (ii) if Parent completes the transactions which constitute a Business Combination, then to those Persons and in consideration such amounts as described in the Prospectus, (iii) if Parent fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Issuer entering into this Subscription Trust Agreement, to Parent in limited amounts to permit Parent to pay the receipt costs and sufficiency expenses of which are hereby acknowledged, Subscriber, on behalf of itselfits liquidation and dissolution, and its affiliates then to Parent’s public stockholders and Representatives (acting on behalf iv) if Parent holds a stockholder vote to amend the Certificate of Subscriber)Incorporation of Parent to modify the substance or timing of the obligation to redeem 100% of Parent Class A Common Stock if Parent fails to complete a Business Combination within the allotted time period, hereby irrevocably waives then for the redemption of any shares of Parent Class A Common Stock properly tendered in connection with such vote. All liabilities and obligations of Parent due and owing or incurred at or prior to the Closing shall be paid as and when due, including all rightamounts payable (x) to Parent’s public stockholders in the event they elect to have their shares redeemed in accordance with Parent’s Organizational Documents and/or the liquidation of Parent, title and interest(y) to Parent after, or any claim concurrently with, the consummation of any kind they have or may have a Business Combination, and (z) to Parent in limited amounts for its operating expenses and tax obligations incurred in the future as a result ofOrdinary Course. The Company further acknowledges that, or arising out ofif the Transactions (or, upon termination of this Subscription Agreement, in or another Business Combination) are not consummated by June 14, 2023, Parent will be obligated to any monies return to its stockholders the amounts being held in the Trust Account, unless such date is otherwise extended. Upon the Closing, Parent shall cause the Trust Account to be disbursed to Parent and agrees as otherwise contemplated by this Agreement. Accordingly, the Company, for itself and its affiliated entities, directors, officers, employees, stockholders, representatives, advisors and all other associates and Affiliates, hereby irrevocably waive all rights, titles, interests or claims of any kind to collect from the Trust Account any monies that may be owed to them by Parent for any reason whatsoever, including for a breach of this Agreement by Parent or any negotiations, agreements or understandings with Parent (whether in the past, present or future), and will not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account at any time for any reason whatsoever, in each case except as a result of, or arising out of, expressly contemplated by this Subscription Agreement, . This paragraph will survive the transactions contemplated hereby or the Acquired Shares, regardless termination of whether such claim arises based on contract, tort, equity or this Agreement for 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 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreementreason.

Trust Account Waiver. Subscriber acknowledges that 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 the Issuer and one or more businessesbusinesses or assets. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29September 24, 20202020 (the “September 2020 Prospectus”), available at xxx.xxx.xxxxxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer, its public stockholders and the underwriters of the Issuer’s its initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the September 2020 Prospectus. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), Subscriber hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have it has or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies 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, 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 7 shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Issuer. 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 certificate of incorporation 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 9 . This paragraph 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 survive 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue termination of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. The Subscriber acknowledges that the Issuer DPCM is a blank check special purpose acquisition company with the powers and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer DPCM and one or more businessesbusinesses or assets. The Subscriber further acknowledges that, as described in the IssuerDPCM’s prospectus relating to its initial public offering offering, dated June 29October 20, 20202020 and filed with the Commission on October 23, 2020 and available at xxx.xxx.xxxxxx.xxx.xxx (the “Prospectus”), substantially all of the IssuerDPCM’s assets consist of the cash proceeds of the IssuerDPCM’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the IssuerDPCM, its public stockholders and the underwriters of the IssuerDPCM’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to DPCM to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Issuer DPCM entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), the Subscriber hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have it has or may have in the future as a result of, or arising out of, this Subscription Agreementfuture, in or to any monies 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 Account, in each case, as a result of, or arising out of, this Subscription 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, provided that nothing in this Section 9 10 shall (x) serve be deemed to limit or prohibit (i) the Subscriber’s right to pursue a claim against Issuer DPCM for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (yii) serve to limit or prohibit any claims that the Subscriber may have in the future against IssuerDPCM’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 (ziii) be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription AgreementDPCM Common Stock.

Trust Account Waiver. Subscriber The Company acknowledges that the Issuer CF Corp 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 the Issuer Business Combination (as defined in CF Corp’s Amended and one or more businessesRestated Articles of Association). Subscriber The Company further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29May 19, 2020, 2016 (the “Prospectus”) available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of the IssuerCF Corp’s assets consist of the cash proceeds of the IssuerCF Corp’s initial public offering and private 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 the IssuerCF Corp, certain of its public stockholders shareholders and the underwriters of the IssuerCF Corp’s initial public offering. The Company acknowledges that it has been advised by CF Corp that, except with respect to interest earned on the funds held in the Trust Account that may be released to CF Corp to pay its income taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if CF Corp completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (ii) if CF Corp fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to CF Corp in limited amounts to permit CF Corp to pay the costs and expenses of its liquidation and dissolution, and then to CF Corp’s public shareholders. For and in consideration of the Issuer CF Corp entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), the Company hereby irrevocably waives 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 agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription AgreementAgreement and any negotiations, in contracts or to any monies 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, 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 agreements with CF Corp; provided 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 9 shall (x) nothing herein shall serve to limit or prohibit the SubscriberCompany’s right to pursue a claim against Issuer CF Corp for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable reliefrelief in connection with the consummation of the transactions (including a claim for CF Corp to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account to the Company Stockholders in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect CF Corp’s ability to fulfill its obligation to effectuate the CF Corp Shareholder Redemption, or for fraud to the extent such a claim for fraud cannot be waived under applicable Law, and (y) nothing herein shall serve to limit or prohibit any claims that the Subscriber Company may have in the future against IssuerCF Corp’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account upon completion of a Business Combination (except such amounts that are payable to shareholders of CF Corp holding CF Corp Shares sold in CF Corp’s initial public offering who shall have previously elected to redeem their CF Corp Shares pursuant to CF Corp’s Amended and Restated Articles of Association) and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that 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 the Issuer and one or more businesses. Subscriber further acknowledges The Acquiror understands that, as described in the Issuer’s final prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist SPAC, dated as of December 16, 2020 and filed with the cash U.S. Securities and Exchange Commission (File No. 333-251040) on December 18, 2020 (the “Prospectus”), the SPAC has established the Trust Account containing the proceeds of the IssuerSPAC’s initial public offering and the overallotment securities acquired by its underwriters and from certain private placements of its securities, and substantially all of those proceeds have been deposited in a trust account occurring simultaneously with the IPO (the “Trust Account”including interest accrued from time to time thereon) for the benefit of SPAC’s public shareholders, and that, except as otherwise described in the IssuerProspectus, the SPAC may disburse monies from the Trust Account only: (a) to the public shareholders in the event they elect to redeem their Class A Shares in connection with the consummation of a business combination transaction or in connection with an extension of its deadline to consummate a business combination transaction, (b) to the public stockholders shareholders if SPAC fails to consummate a business combination transaction within time period pursuant to the SPAC’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to SPAC after or concurrently with the underwriters consummation of the Issuer’s initial public offeringa business combination transaction. For and in consideration of the Issuer SPAC and the Sponsor entering into this Subscription AgreementAgreement and discussions with the Acquiror regarding the possible transactions contemplated hereby, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber, the Acquiror hereby agrees on behalf of itself, itself and its affiliates and Representatives (acting on behalf Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Acquiror nor any of Subscriber), hereby irrevocably waives its Affiliates do now or shall at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom (other than to the SPAC upon consummation of an Initial Business Combination), or make any claim against the Trust Account (including any distributions therefrom (other than to the SPAC upon consummation of an Initial Business Combination)), regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription Agreement, in Agreement or to any monies held in the Trust Accountother matter, 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, 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 liabilityliability (collectively, the “Released Claims”). Subscriber acknowledges The Acquiror on behalf of itself and agrees its Affiliates hereby irrevocably waives any Released Claims 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 Acquiror 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 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 Affiliates 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 distributions therefrom (other than to the SPAC upon consummation of an Initial Business Combination)) now or in the future and will not seek recourse against the Trust Account and (including any assets that have been purchased or acquired with any such funds), or distributions therefrom (z) be deemed to limit Subscriber’s right, title, interest or claim other than to the Trust Account by virtue SPAC upon consummation of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by an Initial Business Combination)) for any means other than pursuant reason whatsoever. The Acquiror agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the SPAC and the Sponsor to induce the SPAC and the Sponsor to enter into this Agreement, and the Acquiror further intends and understands such waiver to be valid, binding and enforceable against the Acquiror and each of its Affiliates under applicable Law. The provisions of this paragraph shall survive termination of this Agreement.

Trust Account Waiver. Subscriber acknowledges that 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 the Issuer and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer, its public stockholders and the underwriters of the Issuer’s initial public offering. For and in consideration of the Issuer Escrow Agent entering into this Subscription AgreementAgreement and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber, on behalf of itself, the Escrow Agent hereby agrees it does not now and its affiliates and Representatives (acting on behalf of Subscriber), hereby irrevocably waives shall not at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Fund, or Distributions therefrom, or make any claim against the Trust Fund and/ or Distributions, regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, any proposed or actual business relationship between Parent and the Escrow Agent, this Subscription Agreement, in Agreement or to any monies held in the Trust Accountother matter, 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, 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 The Escrow hereby irrevocably waives any claims it shall not may 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 against the Trust Account Fund and/ or Distributions now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, this Subscription Agreementany negotiations, the transactions contemplated hereby contracts or the Acquired Shares, it shall pursue such claim solely against the Issuer agreements with Parent and its assets outside the Trust Account and will not seek recourse against the Trust Account Fund for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). To the extent the Escrow Agent commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent, which proceeding seeks, in whole or in part, monetary relief against Parent, the Escrow Agent hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Fund and Distributions and that such claim shall not permit the Escrow Agent (or any monies person or other assets entity claiming on behalf of the Escrow Agent) to have any claim against the Trust Fund, Distributions and/ or any amounts contained therein. In the event that the Escrow Agent commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent, which proceeding seeks, in whole or in part, relief against the Trust Fund or the Public Stockholders, whether in the Trust Account; provided, however, that nothing in this Section 9 shall (x) serve to limit form of money damages 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 injunctive relief, (y) serve Parent shall be entitled 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 recover from the Trust Account Escrow Agent, as the case may be, the associated legal fees and any assets that have been purchased or acquired costs in connection with any such funds)action, in the event Parent prevails in such action or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreementproceeding.

Trust Account Waiver. Subscriber acknowledges that 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 the Issuer and one or more businesses. Subscriber further hereby acknowledges that, as described in the IssuerCompany’s prospectus relating to its initial public offering (the “IPO”) dated June 2917, 2020, 2022 available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in Company has established a trust account (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the IssuerCompany, its public stockholders and certain other parties (including the underwriters of the IssuerIPO), and that, except as otherwise described in such prospectus, the Company may disburse monies from the Trust Account only to (x) its public stockholders in the event they elect to have their shares of Common Stock redeemed for cash in connection with the consummation of the Company’s initial public offeringbusiness combination, an amendment to its Certificate of Incorporation to extend the deadline by which the Company must consummate its initial business combination, or the Company’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) the Company after or concurrently with the consummation of its initial business combination. For and in consideration of the Issuer Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)affiliates, hereby irrevocably waives (a) agrees that it does not now and shall not at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies assets held in the Trust Account, and agrees shall not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account Account, arising out or as a result of, in connection with or arising out of, relating in any way to this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber acknowledges liability (any and agrees all such claims are collectively referred to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it shall not may 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 against the Trust Account now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future 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 and (c) will not seek recourse against the Issuer Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Company to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its assets Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not against the Trust Account permit Subscriber (or any monies or other assets in the Trust Account; provided, however, that nothing in this Section 9 shall (x) serve to limit or prohibit the person claiming on Subscriber’s right behalf or in lieu of Subscriber) to pursue a have any 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 distributions therefrom) or any assets that have been purchased or acquired with any such funds), or (z) amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s right, title, interest or claim right to distributions from the Trust Account in accordance with the Company’s Certificate of Incorporation in respect of any redemptions by virtue Subscriber in respect of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer Common Stock acquired by any means other than pursuant to this Subscription Agreement, subject to the Forward Purchase Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, the provisions of this Section 7 shall survive termination of this Subscription Agreement.

Trust Account Waiver. Subscriber Each of PubCo, IndiaCo, Blade India and Merger Sub acknowledges that the Issuer DSAQ is a blank check company with the powers power and privileges to effect a mergerbusiness combination, share exchangeand that such Party has read the IPO Prospectus, asset acquisitionDSAQ SEC Reports, share purchaseDSAQ’s Governing Documents and the Trust Agreement and understands that DSAQ has established the Trust Account described therein for the benefit of DSAQ’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. Each of PubCo, reorganization or similar business combination involving the Issuer IndiaCo, Blade India and one or more businesses. Subscriber Merger Sub further acknowledges that, as described if the Transactions, or, in the Issuer’s prospectus relating event this Agreement is terminated pursuant to its initial public offering dated June 29terms, 2020another business combination is not consummated by the last date for DSAQ to consummate its business combination pursuant to DSAQ’s Governing Documents (as amended by an Extension, available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer, its public stockholders and the underwriters of the Issuer’s initial public offering. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriberif applicable), hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in DSAQ shall be obligated to return to its stockholders the future as a result of, or arising out of, this Subscription Agreement, in or to any monies amounts being held in the Trust Account. Accordingly, each of PubCo, IndiaCo, Blade India and Merger Sub (on behalf of itself and its Affiliates), notwithstanding anything to the contrary in this Agreement, hereby waives any past, present or future claim of any kind against, and agrees any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by DSAQ or any of its Affiliates for any reason whatsoever, and shall not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result ofat any time for any reason whatsoever, or arising out of, including for any Willful Breach of this Subscription 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 9 herein shall (x) serve to limit or prohibit the SubscriberPubCo’s, IndiaCo’s, Blade India’s or Merger Sub’s right to pursue a claim against Issuer DSAQ or any of its Affiliates for legal relief against assets held outside of the Trust Account, Account (including from and after the consummation of a business combination other than as contemplated by this Agreement) or pursuant to Section 10.14 for specific performance or other equitable relief, injunctive relief (y) serve so long as such claim would not affect DSAQ’s ability to limit or prohibit fulfill its redemption obligations). This Section 5.02 shall survive the termination of this Agreement for 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreementreason.

Trust Account Waiver. Subscriber Each of the Company and Holder Representative acknowledges that the Issuer Acquiror 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 Business Combination. Each of the Issuer Company and one or more businesses. Subscriber Holder Representative further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29May 19, 2020, 2015 (the “Prospectus”) available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of the Issuer’s Acquiror assets consist of the cash proceeds of the IssuerAcquiror’s initial public offering and private 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 the IssuerAcquiror, certain of its public stockholders and the underwriters of the IssuerAcquiror’s initial public offering. Each of the Company and Holder Representative 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 Acquiror to pay its franchise tax, income tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) to Acquiror in limited amounts from time to time in order to permit Acquiror to pay its operating expenses; (ii) if Acquiror completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (iii) 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. For and in consideration of the Issuer Acquiror entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscribereach of the Company and Holder Representative, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber)the Pre-Closing Holders, hereby irrevocably waives 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 agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription AgreementAgreement and any negotiations, in contracts or to any monies 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, 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 agreements with Acquiror; provided 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 9 shall (x) nothing herein shall serve to limit or prohibit the SubscriberCompany’s and Holder Representative’s right to pursue a claim against Issuer Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable reliefrelief 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 Pre-Closing Holders 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, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Subscriber Company and Holder Representative may have in the future against IssuerAcquiror’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that Reference is made to the Issuer is a blank check company final prospectus of IIAC, filed with the powers SEC (File No. 333-249462) on November 20, 2020 (the “Prospectus”). The Company and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer Merger Sub each acknowledges and one or more businesses. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering agrees and private placements of its securities, and substantially all of those proceeds have been deposited in understands that IIAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering and from certain private placements occurring simultaneously with its initial public offering (including interest accrued from time to time thereon) for the benefit of IIAC’s public shareholders (including overallotment shares acquired by IIAC’s underwriters, the Issuer“Public Shareholders”), its public stockholders and IIAC may disburse monies from the underwriters of Trust Account only in the Issuer’s initial public offeringexpress circumstances described in the Prospectus. For and in consideration of the Issuer IIAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber, the Company and Merger Sub each hereby agrees on behalf of itself, itself and its affiliates and Representatives (acting on behalf that, notwithstanding the foregoing or anything to the contrary in this Agreement, neither the Company nor Merger Sub or any of Subscriber), hereby irrevocably waives their respective Representatives does now or shall at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription AgreementAgreement or any proposed or actual business relationship between IIAC or its Representatives, in or to any monies held in on the Trust Accountone hand, and agrees not to seek recourse the Company or make Merger Sub or bring any actionof their respective Representatives, suit, claim or on the other proceeding against the Trust Account as a result ofhand, or arising out ofany other matter, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Subscriber acknowledges The Company and agrees Merger Sub on its own behalf and on behalf of its Representatives hereby irrevocably waives any Trust Account Released Claims 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 Company, Merger Sub or any other business combination, any subsequent liquidation of their respective Representatives may have against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, this Subscription Agreementany negotiations, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely Contracts with IIAC or its Representatives and will not seek recourse 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 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 distributions therefrom) for any assets that have been purchased reason whatsoever (including for an alleged breach of any agreement with IIAC or acquired with any such fundsits Affiliates), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber The Company acknowledges that the Issuer Parent 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 the Issuer and one or more businessesBusiness Combination. Subscriber The Company further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29August 12, 2020, 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Issuer’s Parent assets consist of the cash proceeds of the IssuerParent’s initial public offering and private 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 the IssuerParent, certain of its public stockholders and the underwriters of the IssuerParent’s initial public offeringoffering (the “Trust Account”). The Company acknowledges that it has been advised by Parent that, except with respect to interest earned on the funds held in the Trust Account that may be released to Parent to pay its Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Parent completes the transaction which constitutes a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if Parent fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Parent in limited amounts to permit Parent to pay the costs and expenses of its liquidation and dissolution, and then to Parent’s public stockholders; and (iii) if Parent holds a stockholder vote to amend Parent’s amended and restated memorandum and articles of association to modify the substance or timing of the obligation to redeem 100% of Parent Class A Ordinary Shares (prior to the Domestication) if Parent fails to complete a Business Combination within the allotted time period, then for the redemption of any Parent Ordinary Shares properly tendered in connection with such vote. For and in consideration of the Issuer Parent entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriberthe Company, on behalf of itselfeach Company Group Member, hereby agrees that no Company Group Member has and no Company Group Member shall at any time hereafter have, and its affiliates and Representatives (acting on behalf of Subscriber), hereby irrevocably waives waive any and all right, title and interesttitle, interest or any claim of any kind they any such Company Group Member have or may have in the future as a result of, or arising out of, this Subscription Agreementfuture, in or to any monies held in the Trust Account, Account or distributions therefrom and agrees agree not to seek recourse or make or bring any action, suit, claim or other proceeding 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 Parent (including any Ancillary Agreement), the transactions contemplated hereby Transactions or the Acquired Sharesany other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and agrees that it shall not have any redemption rights with respect specifically relied upon by Parent to the Acquired Shares pursuant induce Parent to the Issuer’s organizational documents enter 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, and the transactions contemplated hereby or Company further intends and understands such waiver to be valid, binding and enforceable against such party and each of its Affiliates under applicable Law. Notwithstanding the Acquired Sharesforegoing, 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 9 shall (x) nothing herein shall serve to limit or prohibit the SubscriberCompany’s right to pursue a claim against Issuer Parent for legal relief against monies or other assets held outside the Trust AccountAccount (other than distributions therefrom directly or indirectly to Parent’s public stockholders), for specific performance or other equitable relief, relief in connection with the consummation of the Transactions (including a claim for Parent 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 Parent Share Redemptions) to Parent in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the Parent Share Redemptions and (y) nothing herein shall serve to limit or prohibit any claims that any of the Subscriber Company Group Members may have in the future against IssuerParent’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to but excluding distributions from the Trust Account by virtue of Subscriberdirectly or indirectly to Parent’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreementpublic stockholders).

Trust Account Waiver. Subscriber Each of the Company and Blocker acknowledges that the Issuer Parent 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 Business Combination. Each of the Issuer Company and one or more businesses. Subscriber Blocker further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 295, 2020, 2014 (the “Prospectus”) available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of the IssuerParent’s assets consist of the cash proceeds of the IssuerParent’s initial public offering and private 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 the IssuerParent, certain of its public stockholders and the underwriters of the IssuerParent’s initial public offering. Each of the Company and Blocker acknowledges that it has been advised by Parent that, except with respect to interest earned on the funds held in the Trust Account that may be released to Parent to pay its franchise tax, income tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) to Parent in limited amounts from time to time in order to permit Parent to pay its operating expenses; (ii) if Parent completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (iii) if Parent fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Parent in limited amounts to permit Parent to pay the costs and expenses of its liquidation and dissolution, and then to Parent’s public stockholders. For and in consideration of the Issuer Parent entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscribereach of the Company and Blocker, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber)Seller Group, hereby irrevocably irrevocable waives 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 agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Subscription AgreementAgreement and any negotiations, in contracts or to any monies 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, 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 agreements with Parent; provided 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 9 shall (x) nothing herein shall serve to limit or prohibit the SubscriberCompany’s and Blocker’s right to pursue a claim against Issuer Parent for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable reliefrelief in connection with the consummation of the transactions (including a claim for Parent 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 Parent Stockholder Redemptions) to the Seller Group in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the Parent Stockholder Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Subscriber Company and Blocker may have in the future against IssuerParent’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that Reference is made to the Issuer is a blank check company final prospectus of SPAC, filed with the powers and privileges to effect a mergerSEC (File No. 333-256816) on October 5, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving 2021 (the Issuer and one or more businesses“SPAC Prospectus”). Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all Each of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering Company Parties acknowledges, agrees and private placements of its securities, 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 from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Issuer, its SPAC’s public stockholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the underwriters of SPAC Prospectus, SPAC may disburse monies from the Issuer’s initial public offeringTrust Account only in the express circumstances described in the SPAC Prospectus. For and in consideration of the Issuer SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Subscriber, the Company hereby agrees on behalf of itself, its stockholders, and its affiliates and Representatives (acting on behalf Affiliates that, none of Subscriber)the Company, hereby irrevocably waives its stockholders nor any and all of its controlled Affiliates does now or shall at any time hereafter have any right, title and interesttitle, interest or any claim of any kind they have in or may have to any monies in the future Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or arising out ofrelating in any way to, this Subscription AgreementAgreement or any proposed or actual business relationship between SPAC or any of its Representatives, in or to any monies held in on the Trust Accountone hand, and agrees not to seek recourse the Company or make any of its Representatives or bring any actioncontrolled Affiliates, suit, claim or on the other proceeding against the Trust Account as a result ofhand, or arising out ofany other matter, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Subscriber acknowledges Each Company Party on behalf of itself, its shareholders and agrees its controlled Affiliates hereby irrevocably waives any Released Claims 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 its Representatives or Affiliates may have against the Trust Account (including any distributions therefrom) now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future as a result of, or arising out of, this Subscription Agreementany negotiations, the transactions contemplated hereby Contracts with SPAC or the Acquired Shares, it shall pursue such claim solely against the Issuer its Representatives and its assets outside the Trust Account and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with SPAC or any monies or other assets in its Affiliates). Notwithstanding the Trust Account; providedforegoing, however, that nothing contained in this Section 9 8.19 shall (x) serve to limit or prohibit (x) the SubscriberCompany’s right to pursue a claim against Issuer SPAC for breach for legal relief against assets held outside the Trust AccountAccount (other than distributions therefrom to Public Stockholders), for specific performance or other equitable non-monetary relief, or (y) serve to limit or prohibit any claims that the Subscriber Company may have in the future against IssuerSPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account (excluding distributions therefrom directly to Public Stockholders) and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. Subscriber acknowledges that 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 the Issuer and one businesses or more businessesassets. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated June 29March 23, 20202021 (the “Prospectus”), available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer, its public stockholders and the underwriters of the Issuer’s initial public offering. The cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus, except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer to pay its tax obligations, if any. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)representatives, hereby irrevocably irrevocable waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, of this Subscription Agreement, in or to any monies 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, 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 9 8 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares securities of the Issuer acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to such securities of the Issuer.

Trust Account Waiver. Subscriber acknowledges that 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 the Issuer and one or more businesses. Subscriber further hereby acknowledges that, as described in the IssuerCompany’s prospectus relating to its initial public offering (the “IPO”) dated June 29February 18, 2020, 2021 available at xxx.xxx.xxx, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in Company has established a trust account (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the IssuerCompany, its public stockholders and certain other parties (including the underwriters of the IssuerIPO), and that, except as otherwise described in such prospectus, the Company may disburse monies from the Trust Account only to (x) its public stockholders in the event they elect to have their shares of Class A Common Stock redeemed for cash in connection with the consummation of the Company’s initial public offeringbusiness combination, an amendment to its certificate of incorporation to extend the deadline by which the Company must consummate its initial business combination, or the Company’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) the Company after or concurrently with the consummation of its initial business combination. For and in consideration of the Issuer Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)affiliates, hereby irrevocably waives (a) agrees that it does not now and shall not at any and all time hereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies assets held in the Trust Account, and agrees shall not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account Account, arising out or as a result of, in connection with or arising out of, relating in any way to this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber acknowledges liability (any and agrees all such claims are collectively referred to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it shall not may 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 against the Trust Account now or in the Issuer or otherwise. In the event Subscriber has any claim against the Issuer future 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 and (c) will not seek recourse against the Issuer Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Company to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its assets Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not against the Trust Account permit Subscriber (or any monies or other assets in the Trust Account; provided, however, that nothing in this Section 9 shall (x) serve to limit or prohibit the person claiming on Subscriber’s right behalf or in lieu of Subscriber) to pursue a have any 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 distributions therefrom) or any assets that have been purchased or acquired with any such funds), or (z) amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s right, title, interest or claim right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any redemptions by virtue of Subscriber’s record or beneficial ownership Subscriber in respect of Class A Shares of the Issuer Common Stock acquired by any means other than pursuant to this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, the provisions of this Section 7 shall survive termination of this Subscription Agreement.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that it has read the Issuer is Investment Management Trust Agreement, dated as of July 13, 2020, by and between the Company and Continental Stock Transfer & Trust Company, a blank check company with New York corporation, and understands that the powers Company has established the trust account described therein (the “Trust Account”) for the benefit of the Company’s public shareholders and privileges to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving that disbursements from the Issuer and one or more businessesTrust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges that, as described in and agrees that the IssuerCompany’s prospectus relating to its initial public offering dated June 29, 2020, available at xxx.xxx.xxx, substantially all of the Issuer’s sole assets consist of the cash proceeds of the IssuerCompany’s initial public offering and private 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 the Issuer, its public stockholders shareholders. Accordingly, Subscriber (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and the underwriters Company to collect from the Trust Account any monies that may be owed to them by the Company or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever, including for any knowing and intentional material breach by any of the Issuer’s initial public offering. For and parties to this Subscription Agreement of any of its representations or warranties as set forth in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, and its affiliates and Representatives (acting on behalf of Subscriber), hereby irrevocably waives any and all right, title and interest, or any claim such party’s material breach of any kind they have of its covenants or may have other agreements set forth in the future as a result of, or arising out of, this Subscription Agreement, in which material breach constitutes, or to any monies 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 is a result consequence of, a purposeful act or arising out of, failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement, 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 9 8 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 Subscriber’s right, title, interest interest, or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares securities of the Issuer Company acquired by any means means, other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of the Company. In the event Subscriber has any Claim against the Company under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account. This Section 8 shall survive the termination of this Subscription Agreement for any reason.

Trust Account Waiver. Subscriber acknowledges that the Issuer 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 the Issuer and with one or more businesses. Subscriber further acknowledges that, as described in the IssuerCompany’s prospectus relating final prospectus, dated November 21, 2019, related to its initial public offering dated June 29, 2020, (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the IssuerCompany’s assets consist of the cash proceeds of the IssuerCompany’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the IssuerCompany, its public stockholders shareholders and the underwriters of the IssuerCompany’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Issuer Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself, itself and its affiliates and Representatives (acting on behalf of Subscriber)Representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future as a result of, or arising out of, this Subscription Agreementfuture, in or to any monies held in the Trust Account, 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, the transactions contemplated hereby or the Acquired Shares, Securities 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 8 shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Company. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Acquired Shares Securities pursuant to the IssuerCompany’s organizational documents in connection with the Transactions Transaction or any other business combination, any subsequent liquidation of the Trust Account or Account, the Issuer Company or otherwise. In the event Subscriber has any claim against the Issuer Company as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired SharesSecurities, it shall pursue such claim solely against the Issuer Company 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 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 Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Class A Shares of the Issuer acquired by any means other than pursuant to this Subscription Agreement.