Common use of Trust Account Waiver Clause in Contracts

Trust Account Waiver. 10.1 The Subscriber acknowledges that 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 with one or more businesses. The Subscriber further acknowledges that, as described in the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’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 SPAC, its public shareholders and the underwriters of SPAC’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 PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, or any claim of any kind they have or may have in the future, 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 A&R 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 A&R Subscription Agreement, the transactions contemplated hereby or the 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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account.

Trust Account Waiver. 10.1 The Subscriber Company and each Acquisition Entity acknowledges that SPAC is a blank check special purpose acquisition company with the powers power and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with involving the Company and one or more businesses. The Subscriber further acknowledges thatbusinesses or assets, as described in and the Company has read SPAC’s final prospectus of SPACdated March 23, dated January 212022 and filed with the SEC on March 24, 20212022 (Filing No: 333-261765) available at wxx.xxx.xxx, related to its initial public offering 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 “ProspectusTrust Account”) available at xxx.xxx.xxx, substantially all for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company and each Acquisition Entity further acknowledge and agree that SPAC’s sole assets consist of the cash proceeds of SPAC’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 SPAC, its public shareholders shareholders. The Company and each Acquisition Entity further acknowledge that, if the underwriters of SPAC’s initial public offering. Except with respect transactions contemplated by this Agreement are not consummated by the Termination Date, SPAC will be obligated to interest earned on return to its stockholders the funds amounts being held in the Trust Account that may be released to SPAC to pay its tax obligations, if anyAccount. Accordingly, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For Company and in consideration of PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, each Acquisition Entity (on behalf of itself and its Representativesrespective Affiliates) hereby waives any past, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, present or any future claim of any kind they have or may have in the futureagainst, in or and any right to any monies held in access, 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 A&R Subscription Agreement or any other matter, and regardless trustee 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 and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or in the future as a result of, or arising out of, any negotiations, contracts or agreements with PubCo or SPACof its Affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account at any time for any reason whatsoever. The Subscriber agrees not to seek recourse or make or bring This Section 11.1 shall survive the termination of this Agreement for any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the 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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Subscriber Investor acknowledges that SPAC NextGen 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 with involving NextGen and one or more businessesbusinesses or assets. The Subscriber Investor further acknowledges that, as described in the final NextGen’s prospectus of SPAC, dated January 21, 2021, related relating to its initial public offering dated October 6, 2020 (the “IPO Prospectus”) available at xxx.xxx.xxx, substantially all of SPACNextGen’s assets consist of the cash proceeds of SPACNextGen’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 SPACNextGen, its public shareholders and the underwriters underwriter of SPACNextGen’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC NextGen to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the IPO Prospectus. For and in consideration of PubCo and SPAC NextGen entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself Investor hereby irrevocably waives any and its Representatives, hereby (i) agrees that it does not now and shall not at any time thereafter have any all right, title and interest, or any claim of any kind they have it has or may have in the future, 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 A&R 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 A&R Subscription Agreement, ; provided that nothing in this Section 9 shall (x) serve to limit or prohibit the transactions contemplated hereby or the 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 Investor’s right to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any pursue a claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely NextGen for legal relief against PubCo, SPAC and their assets held outside the Trust Account and (so long as such claim would not affect NextGen’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of NextGen), for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that the Investor may have in the future against NextGen’s assets or funds that are not held in the Trust Account or (including any monies or other assets in funds that have been released from the Trust AccountAccount and any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect NextGen’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of NextGen) or (z) be deemed to limit the Investor’s right, title, interest or claim to the Trust Account by virtue of the Investor’s record or beneficial ownership of Shares of NextGen acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. 10.1 The Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that SPAC is it has had access to and an adequate opportunity to review the 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 exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesthat disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Subscriber further acknowledges that, as described in the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPACthat Altimeter’s sole assets consist of the cash proceeds of SPACAltimeter’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 SPAC, its public shareholders stockholders and the underwriters agrees that Subscriber has no right, title or interest of SPAC’s initial public offering. Except with respect to interest earned on the funds held any kind in the Trust Account and the monies 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 PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, or any claim of any kind they have or may have in the future, 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 A&R 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 ofbe 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 ofof or relating to this Subscription Agreement against, and any right to access, the Trust Account, any negotiations, contracts trustee of the Trust Account and Altimeter to collect from the Trust Account any monies that may be owed to them by Altimeter or agreements with PubCo or SPACany of its affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account at any time for any reason whatsoever. The Subscriber agrees not , including for any knowing and intentional material breach by any of the parties to seek recourse this Subscription Agreement of any of its representations or make or bring any action, suit, claim or other proceeding against the Trust Account warranties as a result of, or arising out of, set forth in this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription 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. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents agreements set forth in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R 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 failure to take such act would cause a material breach of this Subscription Agreement. This Section 6 shall survive the termination of this Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or Agreement for any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC MBSC 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 with involving MBSC and one or more businessesbusinesses or assets. The Subscriber further acknowledges that, as described in the final MBSC’s prospectus of SPAC, dated January 21, 2021, related relating to its initial public offering dated October 25, 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPACMBSC’s assets consist of the cash proceeds of SPACMBSC’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 SPACMBSC, its public shareholders stockholders and the underwriters of SPACMBSC’s initial public offering. Except 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 SPAC MBSC to fund working capital requirements, as well as amounts released to MBSC to pay its franchise and income 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 PubCo and SPAC MBSC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representativesrepresentatives, hereby (i) agrees that it does not now irrevocably waives any and shall not at any time thereafter have any all right, title and interest, or any claim of any kind they have or may have in the futurefuture arising out of this Subscription Agreement, 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 A&R 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 A&R Subscription Agreement, the transactions contemplated hereby or the 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 Subscription Shares Acquired Securities (or the Underlying Shares) pursuant to PubCoMBSC’s organizational documents amended and restated certificate of incorporation in connection with the Transactions or any other business combinationTransactions, any subsequent liquidation of the Trust Account, SPAC Account or PubCo MBSC or otherwise. In the event the Subscriber has any claim against PubCo or SPAC MBSC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Acquired Securities (or the Underlying Shares), it shall pursue such claim solely against PubCo, SPAC MBSC and their its assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account. Notwithstanding anything else in this Section 8 to the contrary, nothing herein shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of Common 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 MBSC. This Section 8 shall survive any termination of the Subscription Agreement.

Trust Account Waiver. 10.1 The Subscriber Each of FCB, TopCo, BP, Bridgeburg and the Merger Sub acknowledges that SPAC Mountain is a blank check company with the powers and privileges to effect a merger, share exchange, asset acquisition, share capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with involving Mountain and one or more businessesbusinesses or assets. The Subscriber Each of FCB, TopCo, BP, Bridgeburg and the Merger Sub further acknowledges that, as described in the Mountain’s final prospectus of SPAC, dated January 21, 2021, related relating to its initial public offering dated November 4, 2021 (File No. 333-259034) (the “Prospectus” and such offering, the “IPO”) available at xxx.xxx.xxx, substantially all of SPACMountain’s assets consist of the cash proceeds of SPAC’s initial public offering the 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 SPACMountain, its public shareholders and the underwriters of SPAC’s initial public offeringthe IPO. Except 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 SPAC 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 PubCo and SPAC Mountain entering into this A&R Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Subscribereach of FCB, TopCo, BP, Bridgeburg and Merger Sub hereby agrees on behalf of itself and its RepresentativesAffiliates and its and their respective Representatives that, hereby (i) agrees that it notwithstanding anything to the contrary in this Agreement, none of FCB, TopCo, BP, Bridgeburg, Merger Sub or any of their Affiliates or their respective Representatives does not now and or shall not at any time thereafter hereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, in or to any monies held in the Trust AccountAccount or distributions therefrom, and shall not or make any claim against the Trust AccountAccount (including any distributions therefrom), in each case, to the extent regardless of whether such claim arises as a result of, in connection with or relating in any way to to, this A&R Subscription Agreement Agreement, any Ancillary Document or any proposed or actual business relationship between Mountain or its Affiliates or their respective Representatives, on the one hand, and FCB, TopCo, BP, Bridgeburg, Merger Sub or any of their respective Affiliates or Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Each of FCB, (ii) TopCo, BP, Bridgeburg and 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 FCB, TopCo, BP, Bridgeburg, Merger Sub or any of their respective Affiliates or its or their respective Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements Contracts with PubCo Mountain or SPAC, any of its Affiliates or its and (iii) their respective Representatives or any other matters and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoeverwhatsoever (including for an alleged breach of any agreement with Mountain or its Affiliates). The Subscriber agrees not to seek recourse or make or bring This Section 10.16 shall survive the termination of this Agreement for any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the 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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC is a blank check company with Notwithstanding anything to the powers contrary set forth in this Agreement, the Company and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further each Acquisition Entity acknowledges that, as described in the final prospectus of SPAC, dated January 21, 20212021 (File No. 333-251917), related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’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 SPAC, certain of its public shareholders and the underwriters of SPAC’s initial public offeringoffering (the “Trust Account”). Except with respect to interest earned on the The Company and each Acquisition Entity further acknowledges that it has been advised by SPAC that 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 in accordance with the purposes set forth in Trust Agreement and the ProspectusSPAC Articles. For and in consideration of PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, Company (on behalf of itself and its Representatives, Affiliates) and each Acquisition Entity hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, future in or to any monies held in the Trust Account, Account and shall agree 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription AgreementAgreement and any negotiations, Contracts or agreements with SPAC; provided, that (x) nothing herein shall serve to limit or prohibit the transactions contemplated hereby Company’s right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Subscription Shares regardless of whether such claim arises based on contractTrust Account, tort, equity for specific performance or any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents equitable relief in connection with the Transactions or any other business combination, any subsequent liquidation 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, Account (after giving effect to the SPAC or PubCo or otherwise. In Share Redemption) to the event Company in accordance with the Subscriber has any terms of this Agreement and the Trust Agreement) so long as such claim against PubCo or would not affect SPAC’s ability to fulfill its obligation to effectuate the SPAC as a result ofShare Redemption, or arising out of, this A&R Subscription Agreement, for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the transactions contemplated hereby Company may have in the future against SPAC’s assets or funds that are not held in the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside Trust Account (including any funds that have been released from the Trust Account and not against the Trust Account any assets that have been purchased or acquired with any monies or other assets in the Trust Accountsuch funds).

Trust Account Waiver. 10.1 The Subscriber acknowledges that the 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 with involving the SPAC and one or more businessesbusinesses or assets. The Subscriber further acknowledges that, as described in the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering (the “Prospectus”) Prospectus available at xxx.xxx.xxx, substantially all of the SPAC’s assets consist of the cash proceeds of SPAC’s initial public offering (including overallotment securities sold by the SPAC’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 SPAC, its public shareholders and the underwriters of SPAC’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 PubCo and the SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representativesrepresentatives, hereby (i) agrees that it does not now irrevocably waives any and shall not at any time thereafter have any all right, title and interest, or any claim of any kind they now have or may have in the future, in or to any monies held in the Trust AccountAccount or distributions therefrom to the SPAC’s public stockholders, and shall agrees 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 A&R 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 actionclaims in connection with, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this A&R Subscription Agreement, Agreement or the transactions contemplated hereby hereby; provided, however, that nothing in this Section 9 (x) shall serve to limit or the 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 prohibit Subscriber’s right to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any pursue a claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely for legal relief against PubCo, SPAC and their assets held outside the Trust Account and (other than distributions to the SPAC’s public stockholders), for specific performance or other equitable relief, (y) shall serve to limit or prohibit any claims that Subscriber may have in the future against SPAC’s assets or funds that are not against held in the Trust Account or (including any monies or other assets in funds that have been released from the Trust AccountAccount (other than distributions to the SPAC’s public stockholders) and any assets that have been purchased or acquired with any such funds) or (z) shall be deemed to limit 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 SPAC acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the SPAC.

Trust Account Waiver. 10.1 9.1 The Subscriber acknowledges that 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 with one or more businesses. The Subscriber further acknowledges that, as described in the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’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 SPAC, its public shareholders and the underwriters of SPAC’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 PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, or any claim of any kind they have or may have in the future, 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 A&R 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 A&R Subscription Agreement, the transactions contemplated hereby or the 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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account.

Trust Account Waiver. 10.1 The Subscriber hereby acknowledges that 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 with one or more businesses. The Subscriber further acknowledges that, as described in the final Company’s prospectus of SPAC, dated January 21, 2021, related relating to its initial public offering (dated November 3, 2021, the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’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 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, its the Company’s public shareholders stockholders and the underwriters of SPAC’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 ProspectusIPO. For and in consideration of PubCo and SPAC the Company entering into this A&R Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Subscriber hereby (ia) agrees that it does not now and shall not at any time thereafter hereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, in or to any monies assets held in the Trust AccountAccount or distributions therefrom, and shall not make any claim against the Trust AccountAccount (including any distributions therefrom), in each case, to the extent such claim arises as a result of, in connection with or relating in any way to arising out of this A&R 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”), (iib) irrevocably waives any Released Claims that it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with PubCo or SPAC, this Subscription Agreement and (iiic) agrees it will not seek recourse against the Trust Account with respect to any Released Claims; provided, however, that nothing in this Section 6 shall (x) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company for legal relief against assets held outside the Trust Account (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any reason whatsoeverredemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that Subscriber may have in the future against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company) or (z) be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Class A Common Shares acquired by any means. The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to seek recourse or make or bring have any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares regardless of whether such claim arises based on contract, tort, equity (including any distributions therefrom) or any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Accountamounts contained therein.

Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC the Issuer is a blank check company with the powers and privileges to effect a merger, amalgamation, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with involving the Issuer and one or more businessesbusinesses or assets. The Subscriber further acknowledges that, as described in the final Issuer’s prospectus of SPAC, dated January 21, 2021, related relating to its initial public offering dated October 26, 2021 (the “Prospectus”) ), available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of SPACthe Issuer’s assets consist of the cash proceeds of SPACthe 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 SPACthe Issuer, its public shareholders and the underwriters of SPACthe Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC 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 PubCo and SPAC the Issuer entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representativesaffiliates, hereby (i) agrees that it does not now irrevocably waives any and shall not at any time thereafter have any all right, title and interest, or any claim of any kind they have or may have in the futurefuture arising out of this Subscription Agreement, 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 A&R 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 A&R Subscription Agreement, the transactions contemplated hereby hereby, or the Subscription Shares Acquired Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Subscriber acknowledges and agrees ; provided, however, that it nothing in this Section 8 shall not have any redemption rights with respect (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of Issuer for legal relief against assets held outside the Trust Account, SPAC for specific performance or PubCo other equitable relief, (ii) serve to limit or otherwise. In prohibit any claims that Subscriber may have in the event future against the Subscriber has Issuer’s assets or funds that are not held in the Trust Account (including any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside funds that have been released from the Trust Account and not against any assets that have been purchased or acquired with any such funds) or (iii) be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of SPAC Class A Shares acquired by any monies or means other assets in than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Trust AccountIssuer.

Trust Account Waiver. 10.1 The Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that SPAC is it has read the Investment Management Trust Agreement, dated as of December 9, 2020, by and between RMG II and Continental Stock Transfer & Trust Company, a blank check company with New York corporation, and understands that RMG II has established the powers trust account described therein (the “Trust Account”) for the benefit of RMG II’s public stockholders and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesthat disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Subscriber further acknowledges that, as described in the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPACand agrees that RMG II’s sole assets consist of the cash proceeds of SPACRMG II’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 SPAC, its public shareholders and the underwriters of SPAC’s initial public offeringstockholders. Except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC to pay its tax obligationsAccordingly, 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 PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, Subscriber (on behalf of itself and its Representativesaffiliates) hereby waives any past, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, present or any future claim of any kind they have or may have in the futurearising out of this Subscription Agreement against, in or and any right to any monies held in access, 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 A&R Subscription Agreement or any other matter, and regardless trustee 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 and RMG II to collect from the Trust Account any monies that may be owed to them by RMG II or in the future as a result of, or arising out of, any negotiations, contracts or agreements with PubCo or SPACof its affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account at any time for any reason whatsoever. The Subscriber agrees not to seek recourse or make or bring claim of any action, suit, claim or other proceeding against the Trust Account as a result of, or kind arising out of, of this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares regardless of whether such claim arises based on contractincluding, tortwithout limitation, equity or for any other theory of legal liability. The Subscriber acknowledges knowing and agrees that it shall not have intentional material breach by any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC parties to this Subscription Agreement of any of its representations or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC warranties as a result of, or arising out of, set forth in this A&R Subscription Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Subscription Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the transactions contemplated hereby knowledge that the taking of such act or the failure to take such act would cause a material breach of this Subscription SharesAgreement; provided, it however, that nothing in this Section 6.22 shall (i) serve to limit or prohibit Subscriber’s right to pursue such a claim solely against PubCo, SPAC and their RMG II for legal relief against assets held outside the Trust Account and (so long as such claim would not affect RMG II’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of RMG II), for specific performance or other equitable relief, (ii) serve to limit or prohibit any claims that the Subscriber may have in the future against RMG II’s assets or funds that are not held in the Trust Account or (including any monies or other assets in funds that have been released from the Trust AccountAccount and any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect RMG II’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of RMG II) or (iii) be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of securities of RMG II acquired by any means other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of RMG II. This Section 6.22 shall survive the termination of this Subscription Agreement for any reason.

Trust Account Waiver. 10.1 The Subscriber Each of the Company Parties acknowledges that 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 with one or more businessesBusiness Combination. The Subscriber Each of the Company Parties further acknowledges that, as described in the final prospectus of SPAC, dated January 2124, 20212022, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of SPAC’s SPAC assets consist of the cash proceeds of SPAC’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 SPAC, certain of its public shareholders and the underwriters of SPAC’s initial public offeringoffering (the “Trust Account”). Except with respect to interest earned on Each of the Company Parties acknowledges that it has been advised by SPAC that 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 in accordance with the purposes set forth in the ProspectusTrust Agreement and SPAC’s Governing Documents. For and in consideration of PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, each of the Subscriber, on behalf of itself and its Representatives, Company Parties hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have it has or may have in the future, future in or to any monies held in the Trust Account, Account and shall agree 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription AgreementAgreement and any negotiations, Contracts or agreements with SPAC; provided, that (x) nothing herein shall serve to limit or prohibit the transactions contemplated hereby Company’s right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Subscription Shares regardless of whether such claim arises based on contractTrust Account, tort, equity for specific performance or any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents equitable relief in connection with the Transactions or any other business combination, any subsequent liquidation 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, Account (after giving effect to the SPAC or PubCo or otherwise. In Shareholder Redemptions) to the event Company in accordance with the Subscriber has any terms of this Agreement and the Trust Agreement) so long as such claim against PubCo or would not affect SPAC’s ability to fulfill its obligation to effectuate the SPAC as a result ofShareholder Redemptions, or arising out offor fraud, this A&R Subscription Agreement, and (y) nothing herein shall serve to limit or prohibit any claims that the transactions contemplated hereby Company may have in the future against SPAC’s assets or funds that are not held in the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside Trust Account (including any funds that have been released from the Trust Account and not against the Trust Account any assets that have been purchased or acquired with any monies or other assets in the Trust Accountsuch funds).

Trust Account Waiver. 10.1 The Subscriber Company acknowledges that 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 with one or more businesses. The Subscriber further acknowledges that, as described in the it has read SPAC’s final prospectus of SPACprospectus, dated January 21August 12, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of other SPAC SEC Filings and the SPAC’s assets consist of Governing Documents and understands that SPAC has established the cash proceeds of SPAC’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”) Account described therein for the benefit of SPAC, its ’s public shareholders and the underwriters of SPAC’s initial public offering. Except with respect to interest earned on the funds held in that disbursements from the Trust Account that may be released to SPAC to pay its tax obligations, if any, the cash are available only in the Trust Account may be disbursed only for the purposes limited circumstances set forth in the ProspectusTrust Agreement. For and The Company further acknowledges that, if the Transactions, or, in consideration the event of PubCo and SPAC entering into a termination of this A&R Subscription Agreement, another Business Combination, are not consummated on or before December 17, 2023 (subject to extensions as approved by the receipt and sufficiency of which are hereby acknowledgedSPAC Stockholders), SPAC will be obligated to return to its public shareholders the Subscriber, on behalf of itself and its Representatives, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, or any claim of any kind they have or may have in the future, in or to any monies amounts being held in the Trust Account. Accordingly, 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 A&R 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 Company hereby 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 claims (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 A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Subscriber acknowledges ) of any kind in or to any monies in the Trust Account and agrees that it shall not have any redemption rights with respect to seek recourse against the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions Trust Account or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC funds distributed therefrom as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby Agreement or the Subscription SharesTransactions with SPAC; provided that (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Trust Account, it shall pursue for specific performance or other equitable 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 the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim solely would not affect SPAC’s ability to fulfill its obligation to effectuate the SPAC Share Redemptions, or for fraud and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against PubCo, SPAC and their SPAC’s assets outside or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and not against any assets that have been purchased or acquired with any such funds). This Section 11.1 shall survive the Trust Account or termination of this Agreement for any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Subscriber Each of the Company and Blocker acknowledges that SPAC Parent 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 with one or more businessesBusiness Combination. The Subscriber Each of the Company and Blocker further acknowledges that, as described in the final prospectus of SPACdated June 5, dated January 21, 2021, related to its initial public offering 2014 (the “Prospectus”) available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of SPACParent’s assets consist of the cash proceeds of SPACParent’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 SPACParent, certain of its public shareholders stockholders and the underwriters of SPACParent’s initial public offering. Except 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 SPAC Parent to pay its franchise tax, income tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only for (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 purposes set forth 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 PubCo and SPAC Parent entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, each of the SubscriberCompany and Blocker, on behalf of itself and its RepresentativesSeller Group, hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocable waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, future in or to any monies held in the Trust Account, Account and shall agree 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription AgreementAgreement and any negotiations, contracts or agreements with Parent; provided that (x) nothing herein shall serve to limit or prohibit the transactions contemplated hereby Company’s and Blocker’s right to pursue a claim against Parent for legal relief against monies or other assets held outside the Subscription Shares regardless of whether such claim arises based on contractTrust Account, tort, equity for specific performance or any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents equitable relief in connection with the Transactions or any other business combination, any subsequent liquidation 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, SPAC or PubCo or otherwise. In Account (after giving effect to the event Parent Stockholder Redemptions) to the Subscriber has any Seller Group in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim against PubCo or SPAC as a result ofwould not affect Parent’s ability to fulfill its obligation to effectuate the Parent Stockholder Redemptions, or arising out of, this A&R Subscription Agreement, for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the transactions contemplated hereby Company and Blocker may have in the future against Parent’s assets or funds that are not held in the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside Trust Account (including any funds that have been released from the Trust Account and not against the Trust Account any assets that have been purchased or acquired with any monies or other assets in the Trust Account.such funds). 104

Trust Account Waiver. 10.1 The Subscriber Notwithstanding anything else in this Issuance Agreement, the Advisor acknowledges that SPAC is a blank check company with it has read the powers and privileges to effect a mergerprospectus dated February 6, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as described in the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering 2019 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in understands that Monocle has established a trust account (the “Trust Account”) for the benefit of SPAC, its public shareholders the stockholders of Monocle (the “Monocle Stockholders”) and the underwriters of SPAC’s initial public offering. Except with respect to interest earned on the funds held in that Monocle may disburse monies from the Trust Account that may be released only (a) to SPAC Monocle in limited amounts from time to time in order to permit Monocle to pay its tax obligationsoperating expenses, (b) if anyMonocle completes the transactions which constitute its initial business combination, the cash then to those persons and in the Trust Account may be disbursed only for the purposes set forth such amounts as described in the Prospectus, and (c) if Monocle fails to complete its initial business combination within the allotted time period and liquidates to Monocle in limited amounts to permit Monocle to pay the costs and expenses of its liquidation and dissolution, and then to the Monocle Stockholders. For All liabilities and obligations of Monocle due and owing or incurred at or prior to the closing of its initial business combination shall be paid as and when due, including all amounts payable (x) to the Monocle Stockholders in consideration the event they elect to have their shares redeemed in accordance with Monocle’s certificate of PubCo incorporation (the “Monocle Charter”) and/or the liquidation of Monocle, (y) to Monocle after, or concurrently with, the consummation of its initial business combination, and SPAC entering into this A&R Subscription (z) to Monocle in limited amounts for its operating expenses and tax obligations incurred in the ordinary course of business consistent with past practice. The Advisor further acknowledge that, if the transactions contemplated by the Transaction Agreement (or, upon termination of the Transaction Agreement, the receipt and sufficiency of which another business combination) are hereby acknowledgednot consummated by February 11, the Subscriber, on behalf of itself and its Representatives, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest2021, or any claim of any kind they have or may have in such date as determined by amending the futureMonocle Charter, in or Monocle will be obligated to any monies return to the Monocle Stockholders the amounts being held in the Trust Account, and unless such date is otherwise extended. Upon the Transaction Closing, Monocle shall not make any claim against cause the Trust Account, in each case, Account to be disbursed to the extent such Company and as otherwise contemplated by the Transaction Agreement. Accordingly, the Advisor, for itself and its representatives, advisors and all other associates and affiliates (each a “Advisor Related Party”), hereby waive all rights, title, interest or claim arises as of any kind to collect from the Trust Account any monies that may be owed to them by Monocle or the Company for any reason whatsoever arising out of this Issuance Agreement, including for a result ofbreach of this Issuance Agreement by Monocle or the Company or any negotiations, agreements or understandings with Monocle or the Company (whether in the past, present or future) in connection with or relating in any way to this A&R Subscription Issuance 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 each a “Released ClaimsClaim”), (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 in connection with such Claims at any time for any reason whatsoever. The Subscriber agrees not ; provided, that (i) nothing herein shall serve to seek recourse limit or make or bring any action, suit, claim or other proceeding prohibit an Advisor Related Party’s right to pursue a Claim against the Trust Account as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby Monocle or the Subscription Shares regardless of whether such claim arises based on contract, tort, equity or any other theory of Company for legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of relief against assets held outside the Trust Account, SPAC for specific performance or PubCo other equitable relief, and (ii) nothing herein shall serve to limit or otherwise. In prohibit any Claims that an Advisor Related Party may have in the event the Subscriber has any claim future against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby Monocle or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their Company’s assets outside 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 otherwise by virtue of such Advisor Related Party’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this Issuance Agreement, including, but not against limited to, any redemption right with respect to any such securities of the Trust Account or Company. This paragraph will survive the termination of this Issuance Agreement for any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Subscriber Notwithstanding anything to the contrary set forth in this Agreement, each of the Company, Merger Sub I and Merger Sub II acknowledges that SPAC is a blank check company with it has read the powers and privileges to effect a mergerIPO Prospectus, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as described in including the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securitiesTrust Agreement, 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, its ’s public shareholders and that disbursements from the underwriters Trust Account are available only in the limited circumstances set forth therein. Each of the Company, Merger Sub I and Merger Sub II further acknowledges and agrees that SPAC’s initial public offering. Except sole assets consist of the cash proceeds of the IPO and the overallotment shares acquired by SPAC’s underwriters and from certain private placements of its securities occurring simultaneously with respect to interest earned on the funds held IPO, and that substantially all of these proceeds have been deposited 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 benefit of SPAC’s public shareholders (the Prospectus“Public Shareholders”). For Accordingly, for and in consideration of PubCo and SPAC entering into this A&R Subscription AgreementAgreement and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the SubscriberCompany, (on behalf of itself and its RepresentativesAffiliates) Merger Sub I and Merger Sub II hereby waives any past, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, present or any future claim of any kind they have or may have in the futurearising out of this Agreement against, in or and any right to any monies held in access, the Trust Account, and shall not make any claim against trustee of the Trust Account, in each caseSPAC, Sponsor and any of their Affiliates, to the extent such claim arises as a result of, in connection with or relating in any way to this A&R 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 collect from the Trust Account now any monies that may be owed to them by SPAC or in the future as a result of, or arising out of, any negotiations, contracts or agreements with PubCo or SPACof its Affiliates for any reason whatsoever, 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 A&R Subscription Agreement, the transactions contemplated hereby or the 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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combinationAccount, any subsequent liquidation trustee of the Trust Account, SPAC SPAC, Sponsor or PubCo any of their Affiliates at any time for any reason whatsoever, including for any knowing and intentional breach by any of the Parties to this Agreement of any of its representations or otherwise. In the event the Subscriber has warranties as set forth in this Agreement, or such Party’s material breach of any claim against PubCo of its covenants or SPAC as other agreements set forth in this Agreement, which material breach constitutes, or 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 A&R Subscription Agreement, . This Section 9.1 shall survive the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or termination of this Agreement for any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC Reference is a blank check company with the powers and privileges made to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as described in the final IPO prospectus of SPACBuyer, dated January 21May 27, 2021, related to its initial public offering 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of ). The Company Group and the cash proceeds of SPAC’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (Existing Equityholders understand that Xxxxx has established the “Trust Account”) Account for the benefit of SPAC, its the public shareholders stockholders of Buyer and the underwriters of SPAC’s initial public offering. Except with respect the IPO pursuant to the Investment Management Trust Agreement and that, except for a portion of the interest earned on the funds amounts held in the Trust Account that Account, Buyer may be released to SPAC to pay its tax obligations, if any, the cash in disburse monies from the Trust Account may be disbursed only for the purposes set forth in the ProspectusInvestment Management Trust Agreement. For and in consideration of PubCo and SPAC entering Buyer agreeing to enter into this A&R Subscription Agreement, the receipt Company Group and sufficiency of which are the Existing Equityholders each hereby acknowledgedagree that he, the Subscriber, on behalf of itself and its Representatives, hereby (i) agrees that she or it does not now and shall not at any time thereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, in or to any monies held in the Trust AccountAccount and hereby agrees that he, and shall she or it will 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 A&R 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 seek recourse against the Trust Account now or for any claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with PubCo Buyer. Notwithstanding the foregoing, (x) nothing herein shall serve to limit or SPAC, and (iii) will not seek recourse prohibit the Company Group’s or the Existing Equityholders’ right to pursue a claim against the Trust Account Buyer for any reason whatsoever. The Subscriber agrees not to seek recourse or make or bring any action, suit, claim legal relief against monies or other proceeding against the Trust Account as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the 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 assets that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets are held outside the Trust Account and not against other than distributions from the Trust Account directly or any monies indirectly to Buyer’s stockholders, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated by this Agreement so long as such claim would not affect Buyer’s ability to fulfill its obligations to effectuate the redemptions of the Buyer Units or Buyer Common Stock or comply with the Investment Management Trust Agreement and (y) nothing herein shall serve to limit or prohibit any claims that the Company Group and the Existing Equityholders may have in the future against Buyer’s assets or funds that are not held in the Trust AccountAccount and other than distributions from the Trust Account directly or indirectly to Buyer’s public stockholders.

Trust Account Waiver. 10.1 The Subscriber Company acknowledges that SPAC Parent 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 with one or more businessesBusiness Combination. The Subscriber Company further acknowledges that, as described in the final prospectus of SPACdated August 9, dated January 21, 2021, related to its initial public offering 2021 (the “Prospectus”) available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of SPACParent’s assets consist of the cash proceeds of SPACParent’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 Parent, certain of its public stockholders and the underwriters of Parent’s initial public offering (the “Trust Account”) for the benefit of SPAC). The Company acknowledges that it has been advised by Parent that, its public shareholders and the underwriters of SPAC’s initial public offering. Except except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC Parent to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only for the purposes set forth (i) if Parent completes one or more transactions that constitute 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 shareholder 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 the shares of Parent Common Stock if Parent fails to complete a Business Combination within the allotted time period, then for the redemption of any shares of Parent Common Stock properly tendered in connection with such vote. For and in consideration of PubCo and SPAC Parent entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Company hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have it has or may have in the future, future in or to any monies held in the Trust Account, Account (including any distributions therefrom) and shall agrees 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription Agreement and any negotiations, Contracts or agreements with Parent; provided, (x) that nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Parent for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions (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 the Company may have in the future against Parent’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to Parent and any assets that have been purchased or acquired with any such funds). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent to induce it to enter in this Agreement, and the transactions contemplated Company further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent the Company commences any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent, which proceeding seeks, in whole or in part, monetary relief against Parent, the Company hereby or the 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 its sole remedy shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation be against funds held outside of the Trust Account, SPAC Account and that such claim shall not permit the Company (or PubCo any party claiming on the Company’s behalf or otherwisein lieu of the Company) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Subscriber has Company commences any claim against PubCo Action or SPAC as a result ofproceeding based upon, in connection with, relating to or arising out ofof any matter relating to Parent, this A&R Subscription Agreementwhich proceeding seeks, the transactions contemplated hereby in whole or the Subscription Sharesin part, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not relief against the Trust Account (including any distributions therefrom) or any monies or other assets the holders of Parent Common Stock, whether in the Trust Accountform of money damages or injunctive relief, the prevailing party shall be entitled to recover from the other party the associated legal fees and costs in connection with any such Action.

Trust Account Waiver. 10.1 The Subscriber Each of the Company, TopCo and Merger Sub acknowledges that SPAC is a blank check company with the powers power and privileges to effect a mergerbusiness combination, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as described in the and that such Party has read SPAC’s final prospectus of SPACprospectus, dated January 21October 19, 2021, related to its initial public offering (and other SPAC SEC Reports, SPAC’s Governing Documents and the “Prospectus”) available at xxx.xxx.xxx, Trust Agreement and understands that substantially all of SPAC’s assets consist of the cash proceeds of SPAC’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, its ’s public shareholders and that disbursements from the underwriters Trust Account are available only in the limited circumstances set forth in the Trust Agreement. Each of SPAC’s initial public offering. Except with respect the Company and TopCo further acknowledges that, if the transactions contemplated by this Agreement or, in the event this Agreement is terminated pursuant to interest earned on its terms, another business combination is not consummated by January 22, 2023, or such later date as is approved by the funds 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 that may be released to SPAC to pay its tax obligationsAccount. Accordingly, if anyeach of the Company, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For TopCo and in consideration of PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, Merger Sub (on behalf of itself and its RepresentativesAffiliates), notwithstanding anything to the contrary in this Agreement, hereby (i) agrees that it does not now and shall not at irrevocably waives any time thereafter have any past, present or future right, title and interesttitle, interest or any claim of any kind they have or may have in the future, in or to any monies held in the Trust Accountagainst, and shall not make any claim against the Trust Accountright to access, in each case, to the extent such claim arises as a result of, in connection with or relating in any way to this A&R 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 to collect from the future as a result of, Trust Account any monies that may be owed to them by SPAC or arising out of, any negotiations, contracts or agreements with PubCo or SPACof its Affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account for or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription AgreementAgreement and any negotiations, contracts or agreements with SPAC, at any time for any reason whatsoever; provided that nothing herein shall serve to limit or prohibit the transactions contemplated hereby Company’s, TopCo’s or the 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 Merger Sub’s right to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any pursue a claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely for legal relief against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in held outside of the Trust AccountAccount (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 injunctive relief (so long as such claim would not affect SPAC’s ability to fulfill its redemption obligations). This Section 7.02 shall survive the termination of this Agreement for any reason.

Trust Account Waiver. 10.1 The Subscriber Company acknowledges that SPAC (a) Parent is a blank check company with the powers and privileges to effect a mergerBusiness Combination and (b) the Company has read the Parent SEC Filings, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesParent’s Governing Documents and the Trust Agreement. The Subscriber Company further acknowledges that, as described in the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxxParent SEC Filings, substantially all of SPACParent’s assets consist of the cash proceeds of SPACParent’s initial public offering and private placements of its securitiessecurities (less amounts released pursuant to Parent Stockholder Redemptions), and substantially all of those proceeds have been deposited in a the trust account for the benefit of Parent, certain of its public stockholders and the underwriters of Parent’s initial public offering (the “Trust Account”) for the benefit of SPAC, its public shareholders and the underwriters of SPAC’s initial public offering). Except with respect to interest earned on the funds held in The Company acknowledges that it has been advised by Parent that the Trust Account Agreement provides 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 in limited circumstances set forth in the ProspectusTrust Agreement. For The Company further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by May 2, 2024, or such later date as approved by the stockholders of Parent to complete a Business Combination, Parent will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of PubCo and SPAC Parent entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Company hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have the Company has or may have in the future, future in or to any monies held in the Trust Account, Account and shall agrees 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription Agreement, other than for the transactions contemplated hereby release of the cash remaining in the Trust Account upon the consummation of the Merger; provided, however, that (i) nothing herein shall serve to limit or prohibit the Subscription Shares regardless of whether such Company right to pursue a claim arises based on contract, tort, equity against Parent for specific performance or any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents equitable relief in connection with the Transactions or any other business combination, any subsequent liquidation consummation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby by this Agreement (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 in accordance with the terms of this Agreement and the Trust Agreement), and (ii) nothing herein shall serve to limit or prohibit any claims that the Subscription Shares, it shall pursue such claim solely Company may have in the future against PubCo, SPAC and their Parent’s assets outside or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and not against the Trust Account any assets that have been purchased or acquired with any monies or other assets in the Trust Accountsuch funds).

Trust Account Waiver. 10.1 The Subscriber acknowledges that 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 with one or more businesses. The Subscriber further Company acknowledges that, as described in the final prospectus of SPACProspectus, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of SPAC’s SPAC assets consist of the cash proceeds of SPAC’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 SPAC, its ’s public shareholders and the underwriters of SPAC’s initial public offeringoffering (the “Trust Account”) pursuant to the Trust Agreement. Except with respect to The Company acknowledges that it has been advised by SPAC that funds in the Trust Account except for a portion of the interest earned on the funds amounts 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 in accordance with the purposes set forth in Trust Agreement and the ProspectusSPAC Articles. For and in consideration of PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Company hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have it has or may have in the future, future in or to any monies held in the Trust Account, 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 A&R 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 A&R Subscription AgreementAgreement and any negotiations or agreements with SPAC; provided, that (a) nothing herein shall serve to limit or prohibit the transactions contemplated hereby Company’s right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Subscription Shares regardless of whether such claim arises based on contractTrust Account, tort, equity for specific performance or any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents equitable relief in connection with the Transactions or any other business combination, any subsequent liquidation 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, Account (after giving effect to the SPAC or PubCo or otherwise. In Shareholder Redemptions) to the event Company in accordance with the Subscriber has any terms of this Agreement and the Trust Agreement) so long as such claim against PubCo or would not affect SPAC’s ability to fulfill its obligation to effectuate the SPAC as a result ofShareholder Redemptions, or arising out of, this A&R Subscription Agreement, for fraud and (b) nothing herein shall serve to limit or prohibit any claims that the transactions contemplated hereby Company may have in the future against SPAC’s assets or funds that are not held in the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside Trust Account (including any funds that have been released from the Trust Account and not against the Trust Account any assets that have been purchased or acquired with any monies or other assets in the Trust Accountsuch funds).

Trust Account Waiver. 10.1 The Subscriber Investor acknowledges that SPAC Motion 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 with involving Motion and one or more businessesbusinesses or assets. The Subscriber Investor further acknowledges that, as described in the final Motion’s prospectus of SPAC, dated January 21, 2021, related relating to its initial public offering dated October 15, 2020 (the “IPO Prospectus”) available at xxx.xxx.xxx, substantially all of SPACMotion’s assets consist of the cash proceeds of SPACMotion’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 SPACMotion, its public shareholders and the underwriters underwriter of SPACMotion’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC Motion 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 PubCo and SPAC Motion entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself Investor hereby irrevocably waives any and its Representatives, hereby (i) agrees that it does not now and shall not at any time thereafter have any all right, title and interest, or any claim of any kind they have it has or may have in the future, 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 A&R 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 A&R Subscription Agreement, ; provided that nothing in this Section 10 shall (i) serve to limit or prohibit the transactions contemplated hereby or the 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 Investor’s right to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any pursue a claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely Motion for legal relief against PubCo, SPAC and their assets held outside the Trust Account and (so long as such claim would not affect Motion’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of Motion), for specific performance or other equitable relief, (ii) serve to limit or prohibit any claims that the Investor may have in the future against Motion’s assets or funds that are not held in the Trust Account or (including any monies or other assets in funds that have been released from the Trust AccountAccount to Motion (and not Motion’s public stockholders) and any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect the Motion’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of Motion) and (iii) be deemed to limit any of Investor’s right, title, interest or claim to the Trust Account by virtue of Investor’s record or beneficial ownership of securities of Motion acquired by any means other than pursuant to this Subscription Agreement. This section shall survive the termination of this Subscription Agreement.

Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC is a blank check company with In addition to the powers waiver of PubCo and privileges the Company pursuant to effect a mergerSection 11.1 of Business Combination Agreement, share exchangeand notwithstanding anything to the contrary set forth herein, asset acquisitioneach of PubCo, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further the Company and Holder acknowledges that, (i) as described in the final prospectus of SPAC, dated January 21, 20212021 (File No. 333-251917), related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’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 SPAC, certain of its public shareholders and the underwriters of SPAC’s initial public offering. Except with respect to interest earned on offering (the “Trust Account”), and (ii) it has been advised by SPAC that 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 in accordance with the purposes set forth in Trust Agreement and the ProspectusSPAC Articles. For and in consideration Each of PubCo and SPAC entering into this A&R Subscription AgreementPubCo, the receipt Company and sufficiency of which are Holder hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, future in or to any monies held in the Trust Account, Account and shall agree 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription AgreementNon-Redemption Agreement and any negotiations, contracts or agreements with SPAC; provided, that (x) nothing herein shall serve to limit or prohibit its right to pursue a claim against SPAC for legal relief against monies or other assets held outside the transactions contemplated hereby Trust Account, for specific performance or the 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 Subscription Shares pursuant to PubCo’s organizational documents equitable relief in connection with the Transactions or any other business combination, any subsequent liquidation consummation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue hereunder so long as such claim solely 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 it may have in the future against PubCo, SPAC and their SPAC’s assets outside or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and not against the Trust Account any assets that have been purchased or acquired with any monies or other assets in the Trust Accountsuch funds).

Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC the Issuer 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 with one or more businessesBusiness Combination. The Subscriber further acknowledges that, as described in the final prospectus of SPACdated February 12, dated January 21, 2021, related to its initial public offering 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s the Issuer's assets consist of the cash proceeds of SPAC’s the Issuer'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 for the benefit of the Issuer, certain of its public stockholders and the underwriters of the Issuer's initial public offering (the “Trust Account”) for ). Subscriber acknowledges that it has been advised by the benefit of SPACIssuer that, its public shareholders and the underwriters of SPAC’s initial public offering. Except except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC the Issuer to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if the Issuer completes the transactions which constitute a Business Combination, then to those Persons (as defined in the Merger Agreement) and in such amounts as described in the Prospectus; (b) if the Issuer fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Investment Management Trust Agreement, dated as of April 21, 2020, between the Issuer and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”) (the “Trust Agreement”) to the Issuer in limited amounts to permit the Issuer to pay the costs and expenses of its liquidation and dissolution, and then to the Issuer's public stockholders; and (c) if the Issuer holds a shareholder vote to amend the Issuer's amended and restated memorandum and articles of association to modify the substance or timing of the obligation to redeem 100% of the Class A common stock if the Issuer fails to complete a Business Combination within the allotted time period, then for the purposes set forth redemption of any of the Class A common stock properly tendered in the Prospectusconnection with such vote. For and in consideration of PubCo and SPAC the Issuer entering into this A&R Sponsor Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Subscriber hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, future in or to any monies held in the Trust Account, Account and shall agrees 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Sponsor Subscription AgreementAgreement and any negotiations, Contracts with the transactions contemplated hereby Issuer; provided, that (x) nothing herein shall serve to limit or prohibit Subscriber's right to pursue a claim against the Subscription Shares regardless of whether such claim arises based on contractIssuer for legal relief against monies or other assets held outside the Trust Account, tort, equity for specific performance or any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents equitable relief in connection with the consummation of the Transactions or for fraud and (y) nothing herein shall serve to limit or prohibit any other business combination, any subsequent liquidation of claims that Subscriber may have in the future against the Issuer's assets or funds that are not held in the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has Account (including any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside funds that have been released from the Trust Account and not against any assets that have been purchased or acquired with any such funds). This Section 7.2 shall survive the Trust Account or termination of this Sponsor Subscription Agreement for any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Subscriber Equityholder acknowledges that SPAC DSAC 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 with one or more businessesBusiness Combination. The Subscriber Equityholder further acknowledges that, as described in the final prospectus of SPACdated October 28, dated January 21, 2021, related to its initial public offering 2020 (the “Prospectus”) available at xxx.xxx.xxx), substantially all of SPACDSAC’s assets consist of the cash proceeds of SPACDSAC’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 SPACDSAC, certain of its public shareholders and the underwriters of SPACDSAC’s initial public offering. Except The Equityholder acknowledges that it has been advised by DSAC that, except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC DSAC to pay its tax obligations, if anyincome and franchise Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only for (i) if DSAC completes the purposes set forth transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (ii) if DSAC fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement and the DSAC Governing Document, to DSAC to permit DSAC to pay the costs and expenses of its dissolution, and then to DSAC’s public shareholders. For and in consideration of PubCo and SPAC DSAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Equityholder hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, future in or to any monies held in the Trust Account, Account and shall agree 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription AgreementAgreement and any negotiations, the transactions contemplated hereby contracts or the Subscription Shares regardless of whether such claim arises based on contract, tort, equity agreements with DSAC or any other theory Person; provided, however, that nothing in this Section 15 shall amend, limit, alter, change, supersede or otherwise modify the right of legal liability. The Subscriber acknowledges and agrees that it the Equityholder to (A) bring any action or actions for specific performance, injunctive and/or other equitable relief or (B) bring or seek a claim for Damages against DSAC, or any of its successors or assigns, for any breach of this Agreement (but such claim shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not be against the Trust Account or any monies or other assets in funds distributed from the Trust AccountAccount to holders of DSAC Ordinary Shares in accordance with the DSAC Governing Document and the Trust Agreement).

Trust Account Waiver. 10.1 Reference is made to the definitive proxy statement filed with the U.S. Securities and Exchange Commission (“SEC”) on November 13, 2023 (the “Proxy Statement”). The Subscriber Investor has reviewed the Proxy Statement and acknowledges that SPAC is a blank check company with has established the powers and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as trust account described in the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account Proxy Statement (the “Trust Account”) for the benefit of SPAC, its the public shareholders (the “Public Shareholders”) and the underwriters underwriter (“Underwriter”) of SPAC’s initial public offering. Except offering (“IPO”) and that, except for certain exceptions described in the Proxy Statement, SPAC may disburse monies from the trust account only: (i) to the Public Shareholders in the event of the redemption of their shares or the liquidation of SPAC; (ii) to SPAC and the Underwriters after the consummation of a business combination, as described in the Proxy Statement (a “Business Combination”), (iii) to the Public Shareholders in the event SPAC does not consummate a Business Combination prior to May 28, 2024 (assuming the exercise of all available extensions), or (iv) with respect to any 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 PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, or any claim of any kind they have or may have in the future, in or to any monies amounts held in the Trust Account, amounts necessary to pay any taxes and shall up to $100,000 in dissolution expenses. The Investor hereby agrees that it does not make have any right, title, interest or claim against of any kind in or to any monies in the Trust Account, in each case, to the extent such claim arises as Account (a result of, in connection with or relating in any way to this A&R Subscription Agreement or any other matter, “Claim”) 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 hereby waives any Released Claims that Claim it may have against the Trust Account now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with PubCo SPAC or SPAC, and (iii) will not seek recourse makes any Claim against the Trust Account for any reason whatsoever. The Subscriber Investor agrees not and acknowledges that such irrevocable waiver is material to seek recourse or make or bring any actionthis Agreement and specifically relied upon by SPAC and its representatives to induce SPAC to enter into this Agreement, suitand the Investor further intends and understands such waiver to be valid, claim or other proceeding binding and enforceable against the Trust Account as a result ofInvestor and each of its representatives under applicable law. To the extent the Investor or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out ofof any matter relating to SPAC or its representatives, this A&R Subscription Agreementwhich proceeding seeks, in whole or in part, monetary relief against SPAC or its representatives, the transactions contemplated Investor hereby or the 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 its and its representatives and affiliates’ sole remedy shall, except (i) as may be set forth in any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents definitive agreement or (ii) in connection with any rights or claims of the Transactions Investor or any other business combinationof its related parties as a shareholder of SPAC to the extent related to or arising from any shares of the SPAC, including for the avoidance of doubt, any subsequent liquidation right to redeem its shares, be against funds held outside of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and that such Claim shall not permit the Investor, or its representatives or affiliates or shareholders (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account or any monies or other assets in the Trust Accountamounts contained therein.

Trust Account Waiver. 10.1 The Subscriber Each of the Companies, the SIM Sellers and the Holder Representatives acknowledges that SPAC Acquiror is a blank check company with the powers and privileges to effect a mergerBusiness Combination. Each of the Companies, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber the SIM Sellers and the Holder Representatives further acknowledges that, as described in Acquiror’s prospectus dated September 15, 2016 filed with the final prospectus of SPACSEC on September 19, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx2016, substantially all of SPACAcquiror’s assets consist of the cash proceeds of SPACAcquiror’s initial public offering (the “IPO”) 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 SPAC, certain of its public shareholders shareholders. Each of the Companies, the SIM Sellers and the underwriters of SPAC’s initial public offering. Except Holder Representatives 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 SPAC Acquiror to pay its tax obligations, if anyTaxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only for the purposes set forth (a) to redeem Acquiror Common Shares included in the ProspectusAcquiror Units sold in the IPO pursuant to the Acquiror Governing Documents, (b) upon completion of a Business Combination pursuant to the Acquiror Governing Documents or (c) if Acquiror fails to complete a Business Combination within the allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement and applicable Law. For and in consideration of PubCo and SPAC Acquiror entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, each of the SubscriberCompanies, on behalf of itself the SIM Sellers and its Representatives, the Holder Representatives hereby (i) agrees that it does not now irrevocably waives any and shall not at any time thereafter have any all right, title and title, interest, or any claim causes of action and claims of any kind they have or may have in the future, in or to any monies held in the Trust Accountto, 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 A&R 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 right to hereafter as seek payment of any amounts due to it out of, the Trust Account (each, a “Released ClaimsClaim”), (ii) and each of the Companies, the SIM Sellers and the Holder Representatives hereby irrevocably waives any Released Claims that Claim it may have against the Trust Account now or in the future as a result of, or arising out of, any negotiationsthis Agreement or the Ancillary Agreements, contracts which Claim would reduce, encumber or agreements with PubCo or SPAC, and (iii) will not seek recourse against otherwise adversely affect the Trust Account for or any reason whatsoever. The Subscriber monies or other assets in the Trust Account, and each of the Companies, the SIM Sellers and the Holder Representatives further agrees not to seek recourse recourse, reimbursement, payment or make or bring satisfaction of any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the 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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not Claim against the Trust Account or any monies or other assets in the Trust AccountAccount for any reason whatsoever. Notwithstanding the foregoing, nothing herein shall limit or restrict the ability to seek specific performance pursuant to Section 14.15.

Trust Account Waiver. 10.1 The Subscriber Company acknowledges that 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 with one or more businessesBusiness Combination. The Subscriber Company further acknowledges that, as described in the final prospectus of SPACdated September 11, dated January 21, 2021, related to its initial public offering 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s SPAC assets consist of the cash proceeds of SPAC’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 SPAC, certain of its public shareholders stockholders and the underwriters of SPAC’s initial public offeringoffering (the “Trust Account”). Except with respect to interest earned on the The Company acknowledges that it has been advised by SPAC that funds held in the Trust Account that may be released to SPAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for in accordance with the purposes set forth in the ProspectusTrust Agreement and SPAC’s Governing Documents. For and in consideration of PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Company hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have it has or may have in the future, future in or to any monies held in the Trust Account, Account and shall agree 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription Agreement and any negotiations, Contracts or agreements with SPAC; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with this Agreement, including the consummation of the transactions contemplated hereby (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 Stockholder Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) or the Subscription Shares regardless of whether any negotiations, Contracts or agreements with SPAC, so long as such claim arises based on contractwould not affect SPAC’s ability to fulfill its obligation to effectuate the SPAC Stockholder Redemptions, tort, equity or for fraud and (y) nothing herein shall serve to limit or prohibit any other theory of legal liability. The Subscriber acknowledges and agrees claims that it shall the Company may have against SPAC’s assets or funds that are not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents held in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has Account (including any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside funds that have been released from the Trust Account and not against the Trust Account any assets that have been purchased or acquired with any monies or other assets in the Trust Accountsuch funds).

Trust Account Waiver. 10.1 The Subscriber Each of the Company, TopCo, Merger Sub and SISH acknowledges that SPAC Yucaipa is a blank check company with the powers power and privileges to effect a mergerbusiness combination, share exchangeand that such Party has read Yucaipa’s final prospectus, asset acquisitiondated August 3, share exchange2020, asset acquisitionand other Yucaipa SEC Reports, stock purchase, reorganization or similar business combination with one or more businessesthe Yucaipa’s Governing Documents and the Trust Agreement and understands that Yucaipa has established the Trust Account described therein for the benefit of Yucaipa’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Subscriber Each of the Company and TopCo further acknowledges that, as described if the transactions contemplated by this Agreement, or, in the final prospectus of SPAC, dated January 21, 2021, related event this Agreement is terminated pursuant to its initial public offering (terms, another business combination, are not consummated by August 6, 2022, or such later date as is approved by the “Prospectus”) available at xxx.xxx.xxxshareholders of Yucaipa to complete a business combination, substantially all of SPAC’s assets consist of Yucaipa will be obligated to return to its shareholders the cash proceeds of SPAC’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 SPAC, its public shareholders and the underwriters of SPAC’s initial public offering. Except with respect to interest earned on the funds amounts being held in the Trust Account that may be released to SPAC to pay its tax obligationsAccount. Accordingly, if anyeach of the Company, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For TopCo, Merger Sub and in consideration of PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, SISH (on behalf of itself and its RepresentativesAffiliates), notwithstanding anything to the contrary in this Agreement, hereby (i) agrees that it does not now and shall not at waives any time thereafter have any rightpast, title and interest, present or any future claim of any kind they have or may have in the future, in or to any monies held in the Trust Accountagainst, and shall not make any claim against the Trust Accountright to access, in each case, to the extent such claim arises as a result of, in connection with or relating in any way to this A&R 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 to collect from the future as a result of, Trust Account any monies that may be owed to them by Yucaipa or arising out of, any negotiations, contracts or agreements with PubCo or SPACof its Affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account at any time for any reason whatsoever. The Subscriber agrees not ; provided that nothing herein shall serve to seek recourse limit or make prohibit the Company’s, TopCo’s, Merger Sub’s or bring SISH’s right to pursue a claim against Yucaipa or any action, suit, claim or other proceeding of its Affiliates for legal relief against assets held outside of the Trust Account (including from and after the consummation of a business combination other than as a result of, contemplated by this Agreement) or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby pursuant to Section 12.14 for specific performance or the Subscription Shares regardless of whether other injunctive relief (so long as such claim arises based on contract, tort, equity or would not affect Yucaipa’s ability to fulfill its redemption obligations). This Section 7.02 shall survive the termination of this Agreement for any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Subscriber Company acknowledges that 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 with one or more businesses. The Subscriber further acknowledges that, as described in the it has read SPAC’s final prospectus of SPACprospectus, dated January 21June 16, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of other SPAC SEC Filings and the SPAC’s assets consist of Governing Documents and understands that SPAC has established the cash proceeds of SPAC’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”) Account described therein for the benefit of SPAC, its ’s public shareholders and the underwriters of SPAC’s initial public offering. Except with respect to interest earned on the funds held in that disbursements from the Trust Account that may be released to SPAC to pay its tax obligations, if any, the cash are available only in the Trust Account may be disbursed only for the purposes limited circumstances set forth in the ProspectusTrust Agreement. For and The Company further acknowledges that, if the Transactions, or, in consideration the event of PubCo and SPAC entering into a termination of this A&R Subscription Agreement, another Business Combination, are not consummated within 24 months from the receipt and sufficiency closing of which are hereby acknowledgedthe offering contemplated by SPAC’s final prospectus (subject to extensions as approved by the SPAC Stockholders), SPAC will be obligated to return to its public shareholders the Subscriber, on behalf of itself and its Representatives, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, or any claim of any kind they have or may have in the future, in or to any monies amounts being held in the Trust Account. Accordingly, 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 A&R 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 Company hereby 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 claims (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 A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Subscriber acknowledges ) of any kind in or to any monies in the Trust Account and agrees that it shall agree not have any redemption rights with respect to seek recourse against the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions Trust Account or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC funds distributed therefrom as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby Agreement or the Subscription SharesTransactions with SPAC; provided that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Trust Account, it shall pursue for specific performance or other equitable 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 the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim solely would not affect SPAC’s ability to fulfill its obligation to effectuate the SPAC Share Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against PubCo, SPAC and their SPAC’s assets outside or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and not against any assets that have been purchased or acquired with any such funds). This Section 12.1 shall survive the Trust Account or termination of this Agreement for any monies or other assets in the Trust Account.reason. 116

Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC the Issuer is a blank check company with the powers and privileges to effect a merger, amalgamation, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with involving the Issuer and one or more businessesbusinesses or assets. The Subscriber further acknowledges that, as described in the final Issuer’s prospectus of SPAC, dated January 21, 2021, related relating to its initial public offering dated January 7, 2021 (the “Prospectus”) ), available at xxx.xxx.xxx, substantially all of SPACthe Issuer’s assets consist of the cash proceeds of SPACthe 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 SPACthe Issuer, its public shareholders and the underwriters of SPACthe Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC 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 PubCo and SPAC the Issuer entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representativesrepresentatives, hereby (i) agrees that it does not now irrevocably waives any and shall not at any time thereafter have any all right, title and interest, or any claim of any kind they have or may have in the futurefuture arising out of this Subscription Agreement, 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 A&R 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 A&R Subscription Agreement; provided, however, that nothing in this Section 8 shall (x) serve to limit or prohibit Subscriber’s right to pursue a claim against the transactions contemplated hereby or the Subscription Shares regardless of whether such claim arises based on contract, tort, equity or any other theory of Issuer for legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of relief against assets held outside the Trust Account, SPAC for specific performance or PubCo other equitable relief, (y) serve to limit or otherwise. In prohibit any claims that Subscriber may have in the event future against the Subscriber has Issuer’s assets or funds that are not held in the Trust Account (including any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside funds that have been released from the Trust Account and not against 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 securities of the Issuer acquired by any monies or means other assets in than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Trust AccountIssuer.

Trust Account Waiver. 10.1 The Subscriber Company acknowledges that SPAC Acquiror 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 with one or more businessesBusiness Combination. The Subscriber Company further acknowledges that, as described in the final prospectus of SPACdated February 25, dated January 21, 2021, related to its initial public offering 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPACAcquiror’s assets consist of the cash proceeds of SPACAcquiror’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 for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) for the benefit of SPAC, its public shareholders and the underwriters of SPAC’s initial public offering). Except with respect to interest earned on the funds held in the Trust Account The Company acknowledges that may be released to SPAC to pay its tax obligations, if any, the it has been advised by Acquiror that cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectuscircumstances and to the Persons described in the Prospectus and in accordance with the Trust Agreement. For and in consideration of PubCo and SPAC Acquiror entering into this A&R Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Company hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, 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 A&R 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”), (iiotherwise) irrevocably waives any Released Claims that it has or may have against the Trust Account now or in the future as a result of, in 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 A&R Subscription Agreement, the transactions contemplated hereby or the 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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust AccountAccount and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or in connection with, this Agreement or any negotiations, Contracts or agreements or transactions with Acquiror. Notwithstanding the foregoing sentence, (a) nothing herein shall limit or prohibit the Company’s right to pursue any claim against Acquiror for (i) legal relief against monies or other assets held outside the Trust Account or (ii) specific performance to consummate the Closing (including any claim for Acquiror to specifically perform its obligations under this Agreement to cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) at the Closing 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 otherwise violate the Trust Agreement and (b) nothing herein shall limit or prohibit any claim that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any such funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds).

Trust Account Waiver. 10.1 The Subscriber Company acknowledges that SPAC Silver Spike 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 with one or more businessesBusiness Combination. The Subscriber Company further acknowledges that, as described in the final prospectus of SPACdated August 7, dated January 21, 2021, related to its initial public offering 2019 (the “Prospectus”) available at xxx.xxx.xxx), substantially all of SPACSilver Spike’s assets consist of the cash proceeds of SPACSilver Spike’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 SPACSilver Spike, certain of its public shareholders and the underwriters of SPACSilver Spike’s initial public offering. Except The Company acknowledges that it has been advised by Silver Spike that, except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC Silver Spike to pay its tax obligations, if anyincome and franchise Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only for (a) if Silver Spike completes the purposes set forth transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (b) if Silver Spike fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement and the Silver Spike Governing Document, to Silver Spike to permit Silver Spike to pay the costs and expenses of its dissolution, and then to Silver Spike’s public shareholders. For and in consideration of PubCo and SPAC Silver Spike entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Company hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, future in or to any monies held in the Trust Account, Account and shall agree 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription AgreementAgreement and any negotiations, the transactions contemplated hereby contracts or the Subscription Shares regardless of whether such claim arises based on contract, tort, equity agreements with Silver Spike or any other theory Person; provided, however, that nothing in this ‎Section 7.04 shall amend, limit, alter, change, supersede or otherwise modify the right of legal liability. The Subscriber acknowledges and agrees that it the Company or the Holder Representative to (i) bring any action or actions for specific performance, injunctive and/or other equitable relief or (ii) bring or seek a claim for Damages against Silver Spike, or any of its successors or assigns, for any breach of this Agreement (but such claim shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not be against the Trust Account or any monies or other assets in funds distributed from the Trust AccountAccount to holders of Silver Spike Ordinary Shares in accordance with the Silver Spike Governing Document and the Trust Agreement).

Trust Account Waiver. 10.1 The Subscriber Notwithstanding anything to the contrary set forth herein, the Shareholder acknowledges that SPAC is a blank check company with it has read the powers and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as described in the final prospectus of SPACInvestment Management Trust Agreement, dated January 21June 26, 20212019, related to its initial public offering by and between the Acquiror and Continental Stock Transfer & Trust Company, and understands that the Acquiror has established the trust account described therein (the “ProspectusTrust Account”) for the benefit of the Acquiror’s public stockholders and that disbursements from the Trust Account are available at xxx.xxx.xxx, substantially all of SPAConly in the limited circumstances set forth therein. The Shareholder further acknowledges and agrees that the Acquiror’s sole assets consist of the cash proceeds of SPACthe Acquiror’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 SPAC, its public shareholders and the underwriters of SPAC’s initial public offeringstockholders. 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 anyAccordingly, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, Shareholder (on behalf of itself and its Representativesaffiliates) hereby waives any past, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, present or any future claim of any kind they have or may have in the futureagainst, in or and any right to any monies held in access, 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 A&R Subscription Agreement or any other matter, and regardless trustee 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 and the Acquiror to collect from the Trust Account any monies that may be owed to them by the Acquiror or in the future as a result of, or arising out of, any negotiations, contracts or agreements with PubCo or SPACof its affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account at any time for any reason whatsoever. The Subscriber agrees not , including, without limitation, for any knowing and intentional material breach by any of the parties to seek recourse this Support Agreement of any of its representations or make warranties as set forth in this Support Agreement, or bring such party’s material breach of any action, suit, claim of its covenants or other proceeding against the Trust Account as agreements set forth in this Support Agreement, which material breach constitutes, or is a result consequence of, a purposeful act or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares regardless of whether failure to act by 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 Subscription Shares pursuant to PubCo’s organizational documents in connection party with the Transactions knowledge that the taking of such act or failure to take such act would cause a material breach of this Support Agreement. For the avoidance of doubt, nothing herein shall or is intended to preclude any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwiseShareholder’s rights to receive the Per Share Merger Consideration as contemplated by and in accordance with the Merger Agreement at the Effective Time. In This Section 18 shall survive the event the Subscriber has termination of this Support Agreement for any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Subscriber Company acknowledges that SPAC Parent 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 with one or more businessesBusiness Combination. The Subscriber Company further acknowledges that, as described in the final prospectus of SPACdated August 9, dated January 21, 2021, related to its initial public offering 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPACParent’s assets consist of the cash proceeds of SPACParent’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 Parent, certain of its public stockholders and the underwriters of Parent’s initial public offering (the “Trust Account”) for the benefit of SPAC). The Company acknowledges that it has been advised by Parent that, its public shareholders and the underwriters of SPAC’s initial public offering. Except except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC Parent to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only for the purposes set forth (i) if Parent completes one or more transactions that constitute 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 shareholder 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 the shares of Parent Common Stock if Parent fails to complete a Business Combination within the allotted time period, then for the redemption of any shares of Parent Common Stock properly tendered in connection with such vote. For and in consideration of PubCo and SPAC Parent entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Company hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have it has or may have in the future, future in or to any monies held in the Trust Account, Account (including any distributions therefrom) and shall agrees 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription Agreement and any negotiations, Contracts or agreements with Parent; provided, (x) that nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Parent for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions (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 the Company may have in the future against Parent’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to Parent and any assets that have been purchased or acquired with any such funds). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent to induce it to enter in this Agreement, and the transactions contemplated Company further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent the Company commences any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent, which proceeding seeks, in whole or in part, monetary relief against Parent, the Company hereby or the 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 its sole remedy shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation be against funds held outside of the Trust Account, SPAC Account and that such claim shall not permit the Company (or PubCo any party claiming on the Company’s behalf or otherwisein lieu of the Company) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Subscriber has Company commences any claim against PubCo Action or SPAC as a result ofproceeding based upon, in connection with, relating to or arising out ofof any matter relating to Parent, this A&R Subscription Agreementwhich proceeding seeks, the transactions contemplated hereby in whole or the Subscription Sharesin part, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not relief against the Trust Account (including any distributions therefrom) or any monies or other assets the holders of Parent Common Stock, whether in the Trust Accountform of money damages or injunctive relief, the prevailing party shall be entitled to recover from the other party the associated legal fees and costs in connection with any such Action.

Trust Account Waiver. 10.1 The Subscriber Equityholder acknowledges that SPAC LIVK 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 with one or more businessesBusiness Combination. The Subscriber Equityholder further acknowledges that, as described in the final prospectus of SPACdated December 10, dated January 21, 2021, related to its initial public offering 2019 (the “Prospectus”) available at xxx.xxx.xxx), substantially all of SPACLIVK’s assets consist of the cash proceeds of SPACLIVK’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 SPACLIVK, certain of its public shareholders and the underwriters of SPACLIVK’s initial public offering. Except The Equityholder acknowledges that it has been advised by LIVK that, except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC LIVK to pay its tax obligations, if anyincome and franchise Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only for (i) if LIVK completes the purposes set forth transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (ii) if LIVK fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement and the LIVK Governing Document, to LIVK to permit LIVK to pay the costs and expenses of its dissolution, and then to LIVK’s public shareholders. For and in consideration of PubCo and SPAC LIVK entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Equityholder hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, future in or to any monies held in the Trust Account, Account and shall agree 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription AgreementAgreement and any negotiations, the transactions contemplated hereby contracts or the Subscription Shares regardless of whether such claim arises based on contract, tort, equity agreements with LIVK or any other theory Person; provided, however, that nothing in this Section 17 shall amend, limit, alter, change, supersede or otherwise modify the right of legal liability. The Subscriber acknowledges and agrees that it the Equityholder to (A) bring any action or actions for specific performance, injunctive and/or other equitable relief or (B) bring or seek a claim for Damages against LIVK, or any of its successors or assigns, for any breach of this Agreement (but such claim shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not be against the Trust Account or any monies or other assets in funds distributed from the Trust AccountAccount to holders of LIVK Ordinary Shares in accordance with the LIVK Governing Document and the Trust Agreement).

Trust Account Waiver. 10.1 The Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that SPAC is it has read the Investment Management Trust Agreement, dated as of August 5, 2020, by and between Kismet and Continental Stock Transfer & Trust Company, a blank check company with New York corporation, and understands that Kismet has established the powers trust account described therein (the “Trust Account”) for the benefit of Kismet’s public stockholders and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesthat disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Subscriber further acknowledges that, as described in the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPACand agrees that Kismet’s sole assets consist of the cash proceeds of SPACKismet’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 SPAC, its public shareholders and the underwriters of SPAC’s initial public offeringstockholders. Except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC to pay its tax obligationsAccordingly, 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 PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, Subscriber (on behalf of itself and its Representativesaffiliates) hereby waives any past, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, present or any future claim of any kind they have or may have in the futurearising out of this Subscription Agreement against, in or and any right to any monies held in access, 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 A&R Subscription Agreement or any other matter, and regardless trustee 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 and Kismet to collect from the Trust Account any monies that may be owed to them by Kismet or in the future as a result of, or arising out of, any negotiations, contracts or agreements with PubCo or SPACof its affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account at any time for any reason whatsoever. The Subscriber agrees not to seek recourse or make or bring claim of any action, suit, claim or other proceeding against the Trust Account as a result of, or kind arising out of, of this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares regardless of whether such claim arises based on contractincluding, tortwithout limitation, equity or for any other theory of legal liability. The Subscriber acknowledges knowing and agrees that it shall not have intentional material breach by any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC parties to this Subscription Agreement of any of its representations or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC warranties as a result of, or arising out of, set forth in this A&R Subscription Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Subscription Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the transactions contemplated hereby knowledge that the taking of such act or the failure to take such act would cause a material breach of this Subscription SharesAgreement; provided, it however, that nothing in this Section 7.20 shall (i) serve to limit or prohibit Subscriber’s right to pursue such a claim solely against PubCo, SPAC and their Kismet for legal relief against assets held outside the Trust Account and (so long as such claim would not affect Kismet’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of Kismet), for specific performance or other equitable relief, (ii) serve to limit or prohibit any claims that the Subscriber may have in the future against Kismet’s assets or funds that are not held in the Trust Account or (including any monies or other assets in funds that have been released from the Trust AccountAccount and any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect Kismet’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of Kismet) or (iii) be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of securities of Kismet acquired by any means other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of Kismet. This Section 7.20 shall survive the termination of this Subscription Agreement for any reason.

Trust Account Waiver. 10.1 The Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that SPAC is it has read the Investment Management Trust Agreement, dated as of February 7, 2019, by and between the Issuer and Continental Stock Transfer & Trust Company, a blank check company with New York corporation, and understands that the powers Issuer has established the trust account described therein (the “Trust Account”) for the benefit of the Issuer’s public stockholders and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesthat disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Subscriber further acknowledges that, as described in and agrees that the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPACIssuer’s sole assets consist of the cash proceeds of SPACthe 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 SPAC, its public shareholders and the underwriters of SPAC’s initial public offeringstockholders. Except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC to pay its tax obligationsAccordingly, 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 PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, Subscriber (on behalf of itself and its Representativesaffiliates) hereby waives any past, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, present or any future claim of any kind they have or may have in the futurearising out of this Agreement against, in or and any right to any monies held in access, 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 A&R Subscription Agreement or any other matter, and regardless trustee 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 and the Issuer to collect from the Trust Account any monies that may be owed to them by the Issuer or in the future as a result of, or arising out of, any negotiations, contracts or agreements with PubCo or SPACof its affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account at any time for any reason whatsoever. The Subscriber agrees not , including, without limitation, for any knowing and intentional material breach by any of the parties to seek recourse this Subscription Agreement of any of its representations or make warranties as set forth in this Subscription Agreement, or bring such party’s material breach of any action, suit, claim of its covenants or other proceeding against agreements set forth in this Subscription Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement; provided, however, that nothing in this Section 7 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account as a result of, by virtue of such Subscriber’s record or arising out of, beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this A&R Subscription Agreement, the transactions contemplated hereby or the 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 including any redemption rights right with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation such securities of the Trust Account, SPAC or PubCo or otherwiseIssuer. In This Section 7 shall survive the event the Subscriber has termination of this Subscription Agreement for any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Subscriber Company acknowledges that SPAC Acquiror 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 with one or more businessesBusiness Combination. The Subscriber Company further acknowledges that, as described in the final prospectus of SPACdated February 18, dated January 21, 2021, related to its initial public offering 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPACAcquiror’s assets consist of the cash proceeds of SPACAcquiror’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 for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) for the benefit of SPAC, its public shareholders and the underwriters of SPAC’s initial public offering). Except with respect to interest earned on the funds held in the Trust Account The Company acknowledges that may be released to SPAC to pay its tax obligations, if any, the it has been advised by Acquiror that cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectuscircumstances and to the Persons described in the Prospectus and in accordance with the Trust Agreement. For and in consideration of PubCo and SPAC Acquiror entering into this A&R Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Company hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, 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 A&R 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”), (iiotherwise) irrevocably waives any Released Claims that it has or may have against the Trust Account now or in the future as a result of, in 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 A&R Subscription Agreement, the transactions contemplated hereby or the 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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust AccountAccount and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or in connection with, this Agreement or any negotiations, Contracts or agreements or transactions with Acquiror. Notwithstanding the foregoing sentence, (a) nothing herein shall limit or prohibit the Company’s right to pursue any claim against Acquiror for (i) legal relief against monies or other assets held outside the Trust Account or (ii) specific performance to consummate the Closing (including any claim for Acquiror to specifically perform its obligations under this Agreement to cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) at the Closing 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 otherwise violate the Trust Agreement and (b) nothing herein shall limit or prohibit any claim that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any such funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds).

Trust Account Waiver. 10.1 The Subscriber Each of FCB, TopCo, BP, Bridgeburg and the Merger Sub acknowledges that SPAC Mountain is a blank check company with the powers and privileges to effect a merger, share exchange, asset acquisition, share capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with involving Mountain and one or more businessesbusinesses or assets. The Subscriber Each of FCB, TopCo, BP, Bridgeburg and the Merger Sub further acknowledges that, as described in the Mountain’s final prospectus of SPAC, dated January 21, 2021, related relating to its initial public offering dated November 4, 2021 (File No. 333-259034) (the “Prospectus” and such offering, the “IPO”) available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of SPACMountain’s assets consist of the cash proceeds of SPAC’s initial public offering the 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 SPACMountain, its public shareholders and the underwriters of SPAC’s initial public offeringthe IPO. Except 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 SPAC 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 PubCo and SPAC Mountain entering into this A&R Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Subscribereach of FCB, TopCo, BP, Bridgeburg and Merger Sub hereby agrees on behalf of itself and its RepresentativesAffiliates and its and their respective Representatives that, hereby (i) agrees that it notwithstanding anything to the contrary in this Agreement, none of FCB, TopCo, BP, Bridgeburg, Merger Sub or any of their Affiliates or their respective Representatives does not now and or shall not at any time thereafter hereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, in or to any monies held in the Trust AccountAccount or distributions therefrom, and shall not or make any claim against the Trust AccountAccount (including any distributions therefrom), in each case, to the extent regardless of whether such claim arises as a result of, in connection with or relating in any way to to, this A&R Subscription Agreement Agreement, any Ancillary Document or any proposed or actual business relationship between Mountain or its Affiliates or their respective Representatives, on the one hand, and FCB, TopCo, BP, Bridgeburg, Merger Sub or any of their respective Affiliates or Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Each of FCB, (ii) TopCo, BP, Bridgeburg and 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 FCB, TopCo, BP, Bridgeburg, Merger Sub or any of their respective Affiliates or its or their respective Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements Contracts with PubCo Mountain or SPAC, any of its Affiliates or its and (iii) their respective Representatives or any other matters and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoeverwhatsoever (including for an alleged breach of any agreement with Mountain or its Affiliates). The Subscriber agrees not to seek recourse or make or bring This Section 10.16 shall survive the termination of this Agreement for any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the 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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Notwithstanding anything to the contrary set forth in this Agreement, Subscriber acknowledges that 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 with one or more businesses. The Subscriber further acknowledges that, as described in it has read the final prospectus of SPAC, dated January 21as of October 12, 2021, related to its initial public offering and filed with the SEC on October 13, 2021 (the “Prospectus”) available at xxx.xxx.xxxFile No. 333-259253), substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s initial public offering including that certain Investment Management Trust Agreement, dated October 12, 2021, by and private placements of its securitiesbetween SPAC and Continental 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, its ’s public shareholders and that disbursements from the underwriters of 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 offering. Except 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 respect to interest earned on the funds held IPO, and that substantially all of these proceeds have been deposited 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 Prospectusbenefit of SPAC’s public shareholders. For Accordingly, for and in consideration of PubCo and SPAC entering into this A&R Subscription AgreementAgreement and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the SubscriberSubscriber hereby waives any past, on behalf of itself and its Representatives, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, present or any future claim of any kind they have or may have in the futurearising out of this Agreement against, in or and any right to any monies held in access, the Trust Account, and shall not make any claim against trustee of the Trust Account, in each caseSPAC, to the extent such claim arises as Gesher I Sponsor LLC, a result of, in connection with or relating in any way to this A&R Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal Delaware limited liability company (any and all such claims are collectively referred to hereafter as the “Released ClaimsSponsor”), (ii) irrevocably waives the Issuer and any Released Claims that it may have against of their affiliates, to collect from the Trust Account now or in the future as a result of, or arising out of, Issuer any negotiations, contracts or agreements with PubCo or monies that may be owed to them by SPAC, the Issuer or any of their affiliates for any reason whatsoever, 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 A&R Subscription Agreement, the transactions contemplated hereby or the 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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combinationAccount, any subsequent liquidation trustee of the Trust Account, SPAC SPAC, Sponsor, the Issuer or PubCo any of their affiliates at any time for any reason whatsoever, including for such party’s material breach of any of its covenants or otherwise. In the event the Subscriber has any claim against PubCo other agreements set forth in this Agreement, which material breach constitutes, or SPAC 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 A&R Subscription Agreement, . This Section 9 shall survive the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or termination of this Agreement for any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Subscriber Company acknowledges that SPAC Parent 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 with one or more businessesBusiness Combination. The Subscriber Company further acknowledges that, as described in the final prospectus of SPACdated December 9, dated January 21, 2021, related to its initial public offering 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s Parent assets consist of the cash proceeds of SPACParent’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 Parent, certain of its public stockholders and the underwriters of Parent’s initial public offering (the “Trust Account”) for the benefit of SPAC, its public shareholders and the underwriters of SPAC’s initial public offering). Except with respect to interest earned on the The Company acknowledges that it has been advised by Parent that 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 in accordance with the purposes set forth in the ProspectusTrust Agreement and Parent’s Governing Documents. For and in consideration of PubCo and SPAC Parent entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Company hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have it has or may have in the future, future in or to any monies held in the Trust Account, Account and shall agree 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 A&R 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 Account; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Parent for any reason whatsoever. The Subscriber agrees not to seek recourse or make or bring any action, suit, claim legal relief against monies or other proceeding against assets held outside the Trust Account as a result ofAccount, for specific performance or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the 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 Subscription Shares pursuant to PubCo’s organizational documents equitable relief in connection with the Transactions or any other business combination, any subsequent liquidation 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, SPAC or PubCo or otherwise. In Account (after giving effect to the event Parent Stockholder Redemptions) to the Subscriber has any Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim against PubCo or SPAC as a result ofwould not affect Parent’s ability to fulfill its obligation to effectuate the Parent Stockholder Redemptions, or arising out of, this A&R Subscription Agreement, for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the transactions contemplated hereby Company may have in the future against Parent’s assets or funds that are not held in the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside Trust Account (including any funds that have been released from the Trust Account and not against the Trust Account any assets that have been purchased or acquired with any monies or other assets in the Trust Accountsuch funds).

Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC Reference is a blank check company with the powers and privileges made to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as described in the final IPO prospectus of SPACBuyer, dated January 21September 10, 2021, related to its initial public offering 2019 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of ). The Company Group and the cash proceeds of SPAC’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (Existing Equityholders understand that Buyer has established the “Trust Account”) Account for the benefit of SPAC, its the public shareholders stockholders of Buyer and the underwriters of SPAC’s initial public offering. Except with respect the IPO pursuant to the Investment Management Trust Agreement and that, except for a portion of the interest earned on the funds amounts held in the Trust Account that Account, Buyer may be released to SPAC to pay its tax obligations, if any, the cash in disburse monies from the Trust Account may be disbursed only for the purposes set forth in the ProspectusInvestment Management Trust Agreement. For and in consideration of PubCo and SPAC entering Buyer agreeing to enter into this A&R Subscription Agreement, the receipt Company Group and sufficiency of which are the Existing Equityholders each hereby acknowledgedagree that he, the Subscriber, on behalf of itself and its Representatives, hereby (i) agrees that she or it does not now and shall not at any time thereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, in or to any monies held in the Trust AccountAccount and hereby agrees that he, and shall she or it will 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 A&R 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 seek recourse against the Trust Account now or for any claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with PubCo Buyer. Notwithstanding the foregoing, (x) nothing herein shall serve to limit or SPAC, and (iii) will not seek recourse prohibit the Company Group’s or the Existing Equityholders’ right to pursue a claim against the Trust Account Buyer for any reason whatsoever. The Subscriber agrees not to seek recourse or make or bring any action, suit, claim legal relief against monies or other proceeding against the Trust Account as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the 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 assets that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets are held outside the Trust Account and not against other than distributions from the Trust Account directly or any monies indirectly to the Buyer’s stockholders, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated by this Agreement so long as such claim would not affect Buyer’s ability to fulfill its obligations to effectuate the redemptions of the Buyer Units or Buyer Common Stock or comply with the Investment Management Trust Agreement or Buyer’s Organizational Documents and (y) nothing herein shall serve to limit or prohibit any claims that the Company Group and the Existing Equityholders may have in the future against Buyer’s assets or funds that are not held in the Trust AccountAccount and other than distributions from the Trust Account directly or indirectly to Buyer’s public stockholders.

Trust Account Waiver. 10.1 The Such Subscriber acknowledges that SPAC the Issuer 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 with one or more businessesBusiness Combination. The Such Subscriber further acknowledges that, as described in the final prospectus of SPACdated February 12, dated January 21, 2021, related to its initial public offering 2021 (the “"Prospectus”") available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of SPACthe Issuer’s assets consist of the cash proceeds of SPACthe Issuer’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 SPACthe Issuer, certain of its public shareholders stockholders and the underwriters of SPACthe Issuer’s initial public offeringoffering (the "Trust Account"). Except Such Subscriber acknowledges that it has been advised by the Issuer that, except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC the Issuer to pay its tax franchise Tax, income Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if the Issuer completes the transactions which constitute a Business Combination, then to those Persons (as defined in the Merger Agreement) and in such amounts as described in the Prospectus; (b) if the Issuer fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Investment Management Trust Agreement, dated as of April 21, 2020, between the Issuer and Continental Stock Transfer & Trust Company, as trustee (the "Trustee") (the "Trust Agreement"), to the Issuer in limited amounts to permit the Issuer to pay the costs and expenses of its liquidation and dissolution, and then to the Issuer’s public stockholders; and (c) if the Issuer holds a shareholder vote to amend the Issuer’s amended and restated memorandum and articles of association to modify the substance or timing of the obligation to redeem 100% of the Class A common stock if the Issuer fails to complete a Business Combination within the allotted time period, then for the purposes set forth redemption of any of the Class A common stock properly tendered in the Prospectusconnection with such vote. For and in consideration of PubCo and SPAC the Issuer entering into this A&R Redemption Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, such Subscriber hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, future in or to any monies held in the Trust Account, Account and shall agrees 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Redemption Subscription AgreementAgreement and any negotiations, Contracts with the transactions contemplated hereby Issuer; provided, that (x) nothing herein shall serve to limit or prohibit such Subscriber’s right to pursue a claim against the Subscription Shares regardless of whether such claim arises based on contractIssuer for legal relief against monies or other assets held outside the Trust Account, tort, equity for specific performance or any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents equitable relief in connection with the consummation of the Transactions or for fraud and (y) nothing herein shall serve to limit or prohibit any other business combination, any subsequent liquidation of claims that such Subscriber may have in the future against the Issuer’s assets or funds that are not held in the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has Account (including any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside funds that have been released from the Trust Account and not against any assets that have been purchased or acquired with any such funds). This Section 7 shall survive the Trust Account or termination of this Redemption Subscription Agreement for any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Subscriber Equityholder acknowledges that SPAC DSAC 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 with one or more businessesBusiness Combination. The Subscriber Equityholder further acknowledges that, as described in the final prospectus of SPACdated October 28, dated January 21, 2021, related to its initial public offering 2020 (the “Prospectus”) available at xxx.xxx.xxx), substantially all of SPACDSAC’s assets consist of the cash proceeds of SPACDSAC’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 SPACDSAC, certain of its public shareholders and the underwriters of SPACDSAC’s initial public offering. Except The Equityholder acknowledges that it has been advised by DSAC that, except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC DSAC to pay its tax obligations, if anyincome and franchise Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only for (i) if DSAC completes the purposes set forth transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (ii) if DSAC fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement and the DSAC Governing Document, to DSAC to permit DSAC to pay the costs and expenses of its dissolution, and then to DSAC’s public shareholders. For and in consideration of PubCo and SPAC DSAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Equityholder hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, future in or to any monies held in the Trust Account, Account and shall agree 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription AgreementAgreement and any negotiations, the transactions contemplated hereby contracts or the Subscription Shares regardless of whether such claim arises based on contract, tort, equity agreements with DSAC or any other theory Person; provided, however, that nothing in this Section 17 shall amend, limit, alter, change, supersede or otherwise modify the right of legal liability. The Subscriber acknowledges and agrees that it the Equityholder to (A) bring any action or actions for specific performance, injunctive and/or other equitable relief or (B) bring or seek a claim for Damages against DSAC, or any of its successors or assigns, for any breach of this Agreement (but such claim shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not be against the Trust Account or any monies or other assets in funds distributed from the Trust AccountAccount to holders of DSAC Ordinary Shares in accordance with the DSAC Governing Document and the Trust Agreement).

Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC Reference is a blank check company with the powers and privileges made to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as described in the final prospectus of SPACXxxxxx, dated January 21, 2021, related to its initial public offering filed with the SEC (Registration No. 333-263123) (the “Prospectus”) available at xxx.xxx.xxx), substantially all of SPAC’s assets consist dated April 6, 2022. Denali shall provide the Subscriber with a copy of the cash proceeds of SPAC’s initial public offering Prospectus upon request and private placements of its securities, the Subscriber hereby represents and substantially all of those proceeds have been deposited in warrants that it understands that Xxxxxx 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, its Xxxxxx’s public shareholders (including overallotment shares acquired by Xxxxxx’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the underwriters Prospectus, Denali may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their Denali shares in connection with the consummation of SPACDenali’s initial public offering. Except business combination (as such terms are used in the Prospectus) or in connection with an extension of the deadline to consummate a business combination, (b) to the Public Stockholders if Xxxxxx fails to consummate a business combination within twelve (12) months after the closing of the IPO, or such later date if the deadline to consummate a business combination is extended in accordance with Denali’s charter, (c) with respect to any interest earned on the funds amounts held in the Trust Account that may be released to SPAC Account, as necessary to pay its tax obligations, if any, any franchise or income taxes or (d) to Holdco after or concurrently with the cash in consummation of the Trust Account may be disbursed only for the purposes set forth in the ProspectusBusiness Combination. For and in consideration of PubCo and SPAC Holdco entering into this A&R Amended and Restated Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representativescontrolling persons acting on its behalf, hereby agrees that, notwithstanding anything to the contrary in this Amended and Restated Subscription Agreement, (i) agrees that it does and its controlling persons acting on its behalf do not now and shall not at any time thereafter hereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, in or to any monies assets held in the Trust AccountAccount (including distributions directly or indirectly to Public Shareholders therefrom (“Public Distributions”)) arising from, as a result of or in connection with this Amended and Restated Subscription Agreement, any ancillary documents entered in connection herewith, the Business Combination, or any discussions in connection therewith, (ii) agrees that it shall not make any claim against the Trust AccountAccount (including Public Distributions) arising from, in each case, to the extent such claim arises as a result of, of or in connection with or relating this Amended and Restated Subscription Agreement, any ancillary documents entered in any way to this A&R Subscription Agreement connection herewith, the Business Combination, or any other matterdiscussions in connection therewith, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”), (iiiii) it and its controlling persons acting on its behalf shall not make any claim against the Trust Account (including Public Distributions) for any Released Claims, (iv) it and its controlling persons acting on its behalf hereby irrevocably waives waive any Released Claims that it or its controlling persons acting on its behalf may have against the Trust Account (including any Public Distributions) now or in the future as a result offuture, or arising out of, any negotiations, contracts or agreements with PubCo or SPAC, (v) it and (iii) its controlling persons acting on its behalf will not seek recourse against the Trust Account for (including Public Distributions) in respect of any reason whatsoever. The Released Claims, and (vi) such irrevocable waiver set forth herein is material to this Amended and Restated Subscription Agreement and specifically relied upon by Denali, Holdco and their respective affiliates to induce Holdco to enter in this Amended and Restated Subscription Agreement, and the Subscriber agrees not further intends and understands such waiver to seek recourse be valid, binding and enforceable under applicable law against the Subscriber and each of its controlling persons acting on its behalf, except as may be limited or make or bring any actionotherwise affected by (i) bankruptcy, suitinsolvency, claim fraudulent conveyance, reorganization, moratorium or other proceeding against laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. For the avoidance of doubt, the parties acknowledge that the Subscriber and its controlling persons acting on its behalf are not releasing or waiving any rights that they may have as Public Shareholders to receive funds from the Trust Account in their capacity as a result ofPublic Shareholders upon the redemption of their shares of Holdco or the liquidation of Holdco, as described in the Prospectus or arising out ofany other right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of securities of Holdco acquired by any means other than pursuant to this A&R Amended and Restated Subscription Agreement. Notwithstanding anything to the contrary contained in this Amended and Restated Subscription Agreement, the transactions contemplated hereby or provisions of this Section 9 shall survive the Subscription Shares regardless of whether such claim arises based on contract, tort, equity Closing or any other theory termination of legal liability. The Subscriber acknowledges this Amended and agrees that it shall not have any redemption rights with respect to the Restated Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC Agreement and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Accountlast indefinitely.

Trust Account Waiver. 10.1 The Subscriber hereby acknowledges that 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 with one or more businesses. The Subscriber further acknowledges that, as described in the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’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 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, its the Company’s public shareholders stockholders and certain other parties (including the underwriters of SPAC’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 ProspectusIPO). For and in consideration of PubCo and SPAC the Company entering into this A&R Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself Subscriber hereby irrevocably waives any and its Representatives, hereby (i) agrees that it does not now and shall not at any time thereafter have any all right, title and interest, or any claim of any kind they have or may have in the futurekind, 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 A&R 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 A&R Subscription Agreement, the transactions contemplated hereby or the 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 has or may in the future have arising out of this Subscription Agreement, in or to any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents monies held in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In and agrees not seek recourse against the event the Subscriber has any claim against PubCo or SPAC Trust Account as a result of, or arising out of, this A&R Subscription Agreement; provided however, that nothing in this Section 8 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely Company for legal relief against PubCo, SPAC and their assets held outside the Trust Account and (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company), for specific performance or other equitable relief, (ii) serve to limit or prohibit any claims that the Subscriber may have in the future against the Company’s assets or funds that are not held in the Trust Account or (including any monies or other assets in funds that have been released from the Trust AccountAccount and any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company) or (iii) be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any right to distributions from the Trust Account in accordance with the Company’s third amended and restated certificate of incorporation in respect of any redemptions by Subscriber of its Class A Shares acquired by any means other than pursuant to this Subscription Agreement.

Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC the Issuer is a blank check company with the powers and privileges to effect a merger, amalgamation, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with involving the Issuer and one or more businessesbusinesses or assets. The Subscriber further acknowledges that, as described in the final Issuer’s prospectus of SPAC, dated January 21, 2021, related relating to its initial public offering dated September 10, 2020 (the “Prospectus”) ), available at xxx.xxx.xxx, substantially all of SPACthe Issuer’s assets consist of the cash proceeds of SPACthe 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 SPACthe Issuer, its public shareholders and the underwriters of SPACthe Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC 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 PubCo and SPAC the Issuer entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representativesrepresentatives, hereby (i) agrees that it does not now irrevocably waives any and shall not at any time thereafter have any all right, title and interest, or any claim of any kind they have or may have in the futurefuture arising out of this Subscription Agreement, 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 A&R 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 A&R Subscription Agreement; provided, the transactions contemplated hereby however, that nothing in this Section 8 shall (x) serve to limit or the 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 prohibit Subscriber’s right to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any pursue a claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely Issuer for legal relief against PubCo, SPAC and their assets held outside the Trust Account and (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 or (including any monies or other assets in funds that have been released from the Trust AccountAccount 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 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. 10.1 The Subscriber acknowledges that Notwithstanding anything to the contrary set forth in this Agreement, the Company, each Company Acquisition Entity and each 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 with one or more businesses. The Subscriber further Acquisition Entity acknowledges that, as described in the final prospectus of SPAC, dated January 21Xxxxx 00, 20210000 (Xxxx No. 333-252633), related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’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 SPAC, certain of its public shareholders and the underwriters of SPAC’s initial public offeringoffering (the “Trust Account”). Except with respect to interest earned on the The Company, each Company Acquisition Entity and each SPAC Acquisition Entity further acknowledges that it has been advised by SPAC that 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 in accordance with the purposes set forth in Trust Agreement and the ProspectusSPAC Articles. For and in consideration of PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, Company (on behalf of itself and its RepresentativesAffiliates), each Company Acquisition Entity and each SPAC Acquisition Entity hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, future in or to any monies held in the Trust Account, Account and shall agree 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription AgreementAgreement and any negotiations, Contracts or agreements with SPAC; provided, that (x) nothing herein shall serve to limit or prohibit the transactions contemplated hereby Company’s right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Subscription Shares regardless of whether such claim arises based on contractTrust Account, tort, equity for specific performance or any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents equitable relief in connection with the Transactions or any other business combination, any subsequent liquidation consummation of the Transactions (including a claim for First Surviving Company to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account, 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 or PubCo or otherwise. In First Surviving Company’s ability to fulfill its obligation to effectuate the event the Subscriber has any claim against PubCo or SPAC as a result ofShare Redemption, or arising out offor fraud, this A&R Subscription Agreement, and (y) nothing herein shall serve to limit or prohibit any claims that the transactions contemplated hereby Company may have in the future against SPAC’s assets or funds that are not held in the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside Trust Account (including any funds that have been released from the Trust Account and not against the Trust Account any assets that have been purchased or acquired with any monies or other assets in the Trust Accountsuch funds).

Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC Reference is a blank check company with the powers and privileges made to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as described in the final IPO prospectus of SPACBuyer, dated January October 21, 2021, related to its initial public offering 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of ). The Company understands that Buyer has established the cash proceeds of SPAC’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”) Account for the benefit of SPAC, its the public shareholders stockholders of Buyer and the underwriters of SPAC’s initial public offering. Except with respect the IPO pursuant to the Investment Management Trust Agreement and that, except for a portion of the interest earned on the funds amounts held in the Trust Account that Account, Buyer may be released to SPAC to pay its tax obligations, if any, the cash in disburse monies from the Trust Account may be disbursed only for the purposes set forth in the ProspectusInvestment Management Trust Agreement. For and in consideration of PubCo and SPAC entering Buyer agreeing to enter into this A&R Subscription Agreement, the receipt and sufficiency of which are Company hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, in or to any monies held in the Trust AccountAccount and, and shall not make any claim against the Trust Accountexcept for Fraud, in each case, to the extent such claim arises as a result of, in connection with or relating in any way to this A&R 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 hereby agrees that it may have will not seek recourse against the Trust Account now or for any claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with PubCo Buyer. Notwithstanding the foregoing, (x) nothing herein shall serve to limit or SPAC, and (iii) will not seek recourse prohibit the Company’s right to pursue a claim against the Trust Account Buyer for any reason whatsoever. The Subscriber agrees not to seek recourse or make or bring any action, suit, claim legal relief against monies or other proceeding against the Trust Account as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the 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 assets that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets are held outside the Trust Account and not against other than distributions from the Trust Account directly or any monies indirectly to Buyer’s stockholders, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated by this Agreement so long as such claim would not affect Buyer’s ability to fulfill its obligations to effectuate the redemptions of the Buyer Units or Buyer Common Stock or comply with the Investment Management Trust Agreement and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Buyer’s assets or funds that are not held in the Trust AccountAccount and other than distributions from the Trust Account directly or indirectly to Buyer’s public stockholders.

Trust Account Waiver. 10.1 The Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that SPAC is a blank check company with it has read the powers SVF Trust Agreement and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesunderstands that the Issuer has established the trust account described therein (the “Trust Account”) for the benefit of the Issuer’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Subscriber further acknowledges that, as described in and agrees that the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPACIssuer’s sole assets consist of the cash proceeds of SPACthe 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 SPAC, its public shareholders and the underwriters of SPAC’s initial public offeringstockholders. Except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC to pay its tax obligationsAccordingly, 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 PubCo and SPAC the Issuer entering into this A&R Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, and notwithstanding anything to the Subscribercontrary in this Subscription Agreement, the Merger Agreement or the Transaction Documents, Subscriber (on behalf of itself and its RepresentativesAffiliates) hereby irrevocably waives any past, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, present or any future claim of any kind they have or may have in the future, in or to any monies held in the Trust Accountagainst, and shall not make any claim against the Trust Accountright to access, in each case, to the extent such claim arises as a result of, in connection with or relating in any way to this A&R 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(including any distributions therefrom), any negotiations, contracts trustee of the Trust Account or agreements with PubCo the Issuer to collect from the Trust Account (including any distributions therefrom) any monies that may be owed to it by the Issuer or SPACany of its Affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account (including any distributions therefrom) at any time, in connection with this Subscription Agreement (the “Released Claims”), including for any reason whatsoeverknowing and intentional material breach by any of the parties to this Subscription Agreement of any of its representations or warranties as set forth in this Subscription Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Subscription Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer 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. The Nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest in or claim (i) to assets held outside the Trust Account, for specific performance or other equitable relief, or (ii) to assets for funds that are released from the Trust Account and any assets that have been purchased or acquired with any such funds, or (iii) to funds held in the Trust Account by virtue of Subscriber’s record or beneficial ownership of shares of Common Stock of the Issuer acquired by any means other than pursuant to this Subscription Agreement. Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Issuer and its Affiliates to induce the Issuer to enter in this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its Affiliates under applicable Law. To the extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of the Released Claims, which proceeding seeks, in whole or in part, monetary relief against the Issuer or its Representatives, Subscriber hereby acknowledges and agrees that Subscriber’s 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 its behalf or in lieu of any of it) to seek recourse or make or bring have any action, suit, claim or other proceeding against the Trust Account as a result of, (including any distributions therefrom) or arising out of, any amounts contained therein. Notwithstanding anything to the contrary in this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares regardless of whether such claim arises based on contractMerger Agreement, 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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out ofTransaction Document, this A&R Section 8 shall survive indefinitely, including the termination of this Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or Agreement for any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Subscriber Each of the Company Parties acknowledges that 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 with one or more businessesBusiness Combination. The Subscriber Each of the Company Parties further acknowledges that, as described in the final prospectus of SPACdated April 29, dated January 212022, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of SPAC’s SPAC assets consist of the cash proceeds of SPAC’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 SPAC, certain of its public shareholders and the underwriters of SPAC’s initial public offeringoffering (the “Trust Account”). Except with respect to interest earned on Each of the Company Parties acknowledges that it has been advised by SPAC that 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 in accordance with the purposes set forth in the ProspectusTrust Agreement and SPAC’s Governing Documents. For and in consideration of PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, each of the Subscriber, on behalf of itself and its Representatives, Company Parties hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have it has or may have in the future, future in or to any monies held in the Trust Account, Account and shall agree 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription AgreementAgreement and any negotiations, Contracts or agreements with SPAC; provided, that (x) nothing herein shall serve to limit or prohibit the transactions contemplated hereby Company’s right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Subscription Shares regardless of whether such claim arises based on contractTrust Account, tort, equity for specific performance or any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents equitable relief in connection with the Transactions or any other business combination, any subsequent liquidation 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, Account (after giving effect to the SPAC or PubCo or otherwise. In Shareholder Redemptions) to the event Company in accordance with the Subscriber has any terms of this Agreement and the Trust Agreement) so long as such claim against PubCo or would not affect SPAC’s ability to fulfill its obligation to effectuate the SPAC as a result ofShareholder Redemptions, or arising out offor fraud, this A&R Subscription Agreement, and (y) nothing herein shall serve to limit or prohibit any claims that the transactions contemplated hereby Company may have in the future against SPAC’s assets or funds that are not held in the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside Trust Account (including any funds that have been released from the Trust Account and not against the Trust Account any assets that have been purchased or acquired with any monies or other assets in the Trust Accountsuch funds).

Trust Account Waiver. 10.1 The Subscriber Company acknowledges that SPAC Buyer 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 with one or more businessesBusiness Combination. The Subscriber Company further acknowledges that, as described in the final prospectus of SPAC, dated January 2119, 2021, related to its initial public offering 2018 (the “Prospectus”) available as part of the Buyer Reports at xxx.xxx.xxx, substantially all of SPACBuyer’s assets consist of the cash proceeds of SPACBuyer’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 SPACBuyer, certain of its public shareholders and the underwriters of SPACBuyer’s initial public offering. Except The Company acknowledges that it has been advised by Buyer that, except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC Buyer to pay its tax obligations, if anyIncome Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only for (i) if Buyer completes the purposes set forth transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the ProspectusProspectus; and (ii) if Buyer fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Buyer in limited amounts to permit Buyer to pay the costs and expenses of its liquidation and dissolution, and then to Buyer’s public shareholders. For and in consideration of PubCo and SPAC Buyer entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Company hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, future in or to any monies held in the Trust Account, Account and shall agree 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription AgreementAgreement and any negotiations, contracts or agreements with Buyer; provided, however, that nothing in this Section 11.18 shall amend, limit, alter, change, supersede or otherwise modify the right of Seller and the Company to (a) bring any action or actions for specific performance, injunctive and/or other equitable relief (including, subject to Section 11.15, the transactions contemplated hereby right of the Company to compel specific performance by Buyer of its obligations under this Agreement) or the Subscription Shares regardless (b) bring or seek a claim for damages against Buyer, or any of whether its successors or assigns, for any breach of this Agreement (but 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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not be against the Trust Account or any monies or other assets in funds distributed from the Trust AccountAccount to holders of Buyer Shares in accordance with Buyer Articles of Association and the Trust Agreement).

Trust Account Waiver. 10.1 The Subscriber Purchaser acknowledges that SPAC FPAC is a blank check company with the powers and privileges necessary or convenient to effect the conduct, promotion or attainment of the business or purposes of FPAC, including, but not limited to effecting a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with involving FPAC and one or more businessesbusinesses or assets. The Subscriber Purchaser further acknowledges that, as described in the final FPAC prospectus of SPAC, dated January 21, 2021, related relating to its initial public offering dated June 11, 2018 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPACFPAC’s assets consist of the cash proceeds of SPACFPAC’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 SPACFPAC, its public shareholders stockholders and the underwriters of SPACFPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC FPAC to pay its tax obligations, if any, and for working capital, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of PubCo and SPAC FPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself Purchaser hereby irrevocably waives any and its Representatives, hereby (i) agrees that it does not now and shall not at any time thereafter have any all right, title and interest, or any claim of any kind they have it has or may have in the future, 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 A&R 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 A&R Subscription Agreement. Provided however, that nothing in this Section 9 shall be deemed to limit the transactions contemplated hereby Purchaser’s right, title, interest or the 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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against by virtue of the Trust Account Purchaser’s record or beneficial ownership of Shares of the Company acquired by any monies or means other assets in the Trust Accountthan pursuant to this Agreement.

Trust Account Waiver. 10.1 The Subscriber Company acknowledges that SPAC Acquiror 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 with one or more businessesBusiness Combination. The Subscriber Company further acknowledges that, as described in the final prospectus of SPACdated August 3, dated January 21, 2021, related to its initial public offering 2021 and filed with the SEC under File No. 333-253107 (the “Prospectus”) available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of SPACAcquiror’s assets consist of the cash proceeds of SPACAcquiror’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 for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) for the benefit of SPAC, its public shareholders and the underwriters of SPAC’s initial public offering). Except with respect to interest earned on the funds held in the Trust Account The Company acknowledges that may be released to SPAC to pay its tax obligations, if any, the it has been advised by Acquiror that cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectuscircumstances and to the Persons described in the Prospectus and in accordance with the Trust Agreement. For and in consideration of PubCo and SPAC Acquiror entering into this A&R Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Company hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, 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 A&R 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”), (iiotherwise) irrevocably waives any Released Claims that it has or may have against the Trust Account now or in the future as a result of, in 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 A&R Subscription Agreement, the transactions contemplated hereby or the 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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust AccountAccount and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or in connection with, this Agreement or any other negotiations, Contracts or agreements or transactions with Acquiror. Notwithstanding the foregoing sentence, (a) nothing herein shall limit or prohibit the Company’s right to pursue any claim against Acquiror for (i) legal relief against monies or other assets held outside the Trust Account or (ii) specific performance to consummate the Closing or other equitable relief (including any claim for Acquiror to specifically perform its obligations under this Agreement to cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) at the Closing 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 otherwise violate the Trust Agreement and (b) nothing herein shall limit or prohibit any claim that the Company may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any such funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds).

Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC the Company is a blank check company with the powers and privileges to effect a merger, share exchangebusiness combination, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with involving the Company and one or more businessesbusinesses or assets. The Subscriber further acknowledges that, as described in the final prospectus of SPACSeptember 2020 Prospectus, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxxwxx.xxx.xxx, substantially all of SPACthe Company’s assets consist of the cash proceeds of SPACthe Company’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of SPAC, its public shareholders stockholders and the underwriters of SPAC’s its initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC 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 September 2020 Prospectus. For and in consideration of PubCo and SPAC the Company entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representativesaffiliates and representatives, hereby (i) agrees that it does not now irrevocably waives any and shall not at any time thereafter have any all right, title and interest, or any claim of any kind they have or may have in the futurefuture as a result of, or arising out of, this Subscription Agreement, in or to any monies held in the Trust Account, 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 A&R 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 A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares 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 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. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Acquired Shares pursuant to PubCothe Company’s organizational documents certificate of incorporation in connection with the Transactions Mergers or any other business combination, any subsequent liquidation of the Trust Account, SPAC Account or PubCo the Company or otherwise. In the event the Subscriber has any claim against PubCo or SPAC the Company as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Acquired Shares, it shall pursue such claim solely against PubCo, SPAC the Company and their its assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account. This paragraph shall survive any termination of the Subscription Agreement.

Trust Account Waiver. 10.1 The Subscriber Company acknowledges that SPAC Parent 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 with one or more businessesBusiness Combination. The Subscriber Company further acknowledges that, as described in the final prospectus of SPACParent dated October 5, dated January 21, 2021, related to its initial public offering 2018 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s Parent assets consist of the cash proceeds of SPACParent’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”) Account for the benefit of SPACParent, certain of its public shareholders stockholders and the underwriters of SPACParent’s initial public offering. Except 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 SPAC Parent to pay its franchise tax, income tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only for (i) if Parent completes the purposes set forth transactions which constitute 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 shareholder vote to amend Parent’s certificate of incorporation and bylaws to modify the substance or timing of the obligation to redeem 100% of Parent Common Stock if Parent fails to complete a Business Combination within the allotted time period, then for the redemption of any Parent Common Stock properly tendered in connection with such vote. For and in consideration of PubCo and SPAC Parent entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Company hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, future 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 A&R Subscription Agreement Account or any other matter, distributions therefrom 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 agree not 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription AgreementAgreement and any negotiations, contracts or agreements with Parent; provided that (x) nothing herein shall serve to limit or prohibit the transactions contemplated hereby Company’s right to pursue a claim against Parent for legal relief against monies or other assets held outside the Subscription Shares regardless of whether such claim arises based on contractTrust Account, tort, equity for specific performance or any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents equitable relief in connection with the Transactions or any other business combination, any subsequent liquidation 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, SPAC or PubCo or otherwise. In Account (after giving effect to the event Redemptions) to the Subscriber has any Securityholders in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim against PubCo or SPAC as a result ofwould not affect Parent’s ability to fulfill its obligation to effectuate the Redemptions, or arising out of, this A&R Subscription Agreement, for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the transactions contemplated hereby Company may have in the future against Parent’s assets or funds that are not held in the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside Trust Account (including any funds that have been released from the Trust Account and not against the Trust Account any assets that have been purchased or acquired with any monies or other assets in the Trust Account.such funds). 104

Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC is a blank check company with Notwithstanding anything to the powers contrary set forth in this Agreement, the Company and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further each Acquisition Entity acknowledges that, as described in the final prospectus of SPAC, dated January 21filed with the SEC on September 30, 2021, related to its initial public offering 2021 (Registration No. 333-254062) (the “SPAC Prospectus”), SPAC has established the trust account described therein (the “Trust Account”) for the benefit of SPAC’s public shareholders pursuant to the Trust Agreement and that disbursements from the Trust Account are available at xxx.xxx.xxx, substantially all 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 cash proceeds of SPAC’s initial public offering (the “IPO”) and private placements of its securitiessecurities occurring simultaneously with the IPO, and that substantially all of those these proceeds have been deposited in a trust account (the “Trust Account”) Account for the benefit of SPAC, its public shareholders and the underwriters of SPAC’s initial public offeringshareholders. 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 anyAccordingly, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, Company (on behalf of itself and its RepresentativesAffiliates) and each Acquisition Entity hereby irrevocably waives any Released Claims (as defined below), hereby (i) agrees that it does not in the past, now and shall not at any time thereafter have any right, title and interestor in the future as a result of, or arising out of, this Agreement, any claim of negotiation, contracts or agreements with the Company, each Acquisition Entity, or its respective representative, against, and any kind they have or may have in the futureright to access, in or to any monies held in the Trust Account, and shall not make any claim against trustee of the Trust Account, in each caseAccount and SPAC, to collect from the extent 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 relating in to any way to to, this A&R 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 collectively, 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 at any time for any reason whatsoeverreason. The Subscriber agrees not Notwithstanding the foregoing, nothing herein shall serve to seek recourse limit or make or bring any action, suit, prohibit the Company’s right to pursue a claim against SPAC pursuant to this Agreement for legal relief against monies or other proceeding against assets of SPAC held outside the Trust Account as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby for specific performance or the 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 Subscription Shares pursuant to PubCo’s organizational documents equitable relief in connection with the Transactions or any other business combination, any subsequent liquidation for intentional fraud in the making of the Trust Account, SPAC or PubCo or otherwiserepresentations and warranties in Article IV. In This Section 11.1 shall survive the event the Subscriber has termination of this Agreement for any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Notwithstanding anything else in this Subscription Agreement, the Subscriber acknowledges that SPAC is a blank check company with he has read the powers and privileges to effect a mergerprospectus dated February 6, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as described in the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering 2019 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in understands that Monocle has established a trust account (the “Trust Account”) for the benefit of SPAC, its public shareholders the stockholders of Monocle (the “Monocle Stockholders”) and the underwriters of SPAC’s initial public offering. Except with respect to interest earned on the funds held in that Monocle may disburse monies from the Trust Account that may be released only (a) to SPAC Monocle in limited amounts from time to time in order to permit Monocle to pay its tax obligationsoperating expenses, (b) if anyMonocle completes the transactions which constitute its initial business combination, the cash then to those persons and in the Trust Account may be disbursed only for the purposes set forth such amounts as described in the Prospectus, and (c) if Monocle fails to complete its initial business combination within the allotted time period and liquidates to Monocle in limited amounts to permit Monocle to pay the costs and expenses of its liquidation and dissolution, and then to the Monocle Stockholders. For All liabilities and obligations of Monocle due and owing or incurred at or prior to the closing of its initial business combination shall be paid as and when due, including all amounts payable (x) to the Monocle Stockholders in consideration the event they elect to have their shares redeemed in accordance with Monocle’s certificate of PubCo incorporation (the “Monocle Charter”) and/or the liquidation of Monocle, (y) to Monocle after, or concurrently with, the consummation of its initial business combination, and SPAC entering into this A&R Subscription (z) to Monocle in limited amounts for its operating expenses and tax obligations incurred in the ordinary course of business consistent with past practice. Subscriber further acknowledge that, if the transactions contemplated by the Transaction Agreement (or, upon termination of the Transaction Agreement, the receipt and sufficiency of which another business combination) are hereby acknowledgednot consummated by February 11, the Subscriber, on behalf of itself and its Representatives, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest2021, or any claim of any kind they have or may have in such date as determined by amending the futureMonocle Charter, in or Monocle will be obligated to any monies return to the Monocle Stockholders the amounts being held in the Trust Account, and unless such date is otherwise extended. Upon the Transaction Closing, Monocle shall not make any claim against cause the Trust Account, in each case, Account to be disbursed to the extent such Company and as otherwise contemplated by the Transaction Agreement. Accordingly, the Subscriber, for himself and his representatives, advisors and all other associates and affiliates (each a “Subscriber Related Party”), hereby waive all rights, title, interest or claim arises as of any kind to collect from the Trust Account any monies that may be owed to them by Monocle or the Company for any reason whatsoever arising out of this Subscription Agreement, including for a result ofbreach of this Subscription Agreement by Monocle or the Company or any negotiations, agreements or understandings with Monocle or the Company (whether in the past, present or future) in connection with or relating in any way to this A&R 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 each a “Released ClaimsClaim”), (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 in connection with such Claims at any time for any reason whatsoever. The ; provided, that (i) nothing herein shall serve to limit or prohibit a Subscriber agrees not Related Party’s right to seek recourse or make or bring any action, suit, claim or other proceeding pursue a Claim against the Trust Account as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby Monocle or the Subscription Shares regardless of whether such claim arises based on contract, tort, equity or any other theory of Company for legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of relief against assets held outside the Trust Account, SPAC for specific performance or PubCo other equitable relief, and (ii) nothing herein shall serve to limit or otherwise. In prohibit any Claims that a Subscriber Related Party may have in the event the Subscriber has any claim future against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby Monocle or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their Company’s assets outside 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 otherwise by virtue of such Subscriber Related Party’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this Subscription Agreement, including, but not against limited to, any redemption right with respect to any such securities of the Trust Account or Company. This paragraph will survive the termination of this Subscription Agreement for any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Subscriber Each of the Company and Blocker acknowledges that SPAC Parent 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 with one or more businessesBusiness Combination. The Subscriber Each of the Company and Blocker further acknowledges that, as described in the final prospectus of SPACdated June 5, dated January 21, 2021, related to its initial public offering 2014 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPACParent’s assets consist of the cash proceeds of SPACParent’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 SPACParent, certain of its public shareholders stockholders and the underwriters of SPACParent’s initial public offering. Except 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 SPAC Parent to pay its franchise tax, income tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only for (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 purposes set forth 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 PubCo and SPAC Parent entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, each of the SubscriberCompany and Blocker, on behalf of itself and its RepresentativesSeller Group, hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocable waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, future in or to any monies held in the Trust Account, Account and shall agree 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription AgreementAgreement and any negotiations, contracts or agreements with Parent; provided that (x) nothing herein shall serve to limit or prohibit the transactions contemplated hereby Company’s and Blocker’s right to pursue a claim against Parent for 104 legal relief against monies or other assets held outside the Subscription Shares regardless of whether such claim arises based on contractTrust Account, tort, equity for specific performance or any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents equitable relief in connection with the Transactions or any other business combination, any subsequent liquidation 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, SPAC or PubCo or otherwise. In Account (after giving effect to the event Parent Stockholder Redemptions) to the Subscriber has any Seller Group in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim against PubCo or SPAC as a result ofwould not affect Parent’s ability to fulfill its obligation to effectuate the Parent Stockholder Redemptions, or arising out of, this A&R Subscription Agreement, for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the transactions contemplated hereby Company and Blocker may have in the future against Parent’s assets or funds that are not held in the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside Trust Account (including any funds that have been released from the Trust Account and not against the Trust Account any assets that have been purchased or acquired with any monies or other assets in the Trust Account.such funds). 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Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC is a blank check company with Notwithstanding anything to the powers contrary set forth in this Agreement, the Company and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges the Requisite Shareholder acknowledge that, as described in the final prospectus of SPAC, dated January 21filed with the SEC on September 30, 2021, related to its initial public offering 2021 (Registration No. 333-254062) (the “SPAC Prospectus”), SPAC has established the trust account described therein (the “Trust Account”) for the benefit of SPAC’s public shareholders pursuant to the Trust Agreement and that disbursements from the Trust Account are available at xxx.xxx.xxx, substantially all only in the limited circumstances set forth therein. The Company and the Requisite Shareholder further acknowledge and agrees that a significant amount of SPAC’s assets consist of the cash proceeds of SPAC’s initial public offering (the “IPO”) and private placements of its securitiessecurities occurring simultaneously with the IPO, and that substantially all of those these proceeds have been deposited in a trust account (the “Trust Account”) Account for the benefit of SPAC, its public shareholders and the underwriters of SPAC’s initial public offeringshareholders. 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 anyAccordingly, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, Company (on behalf of itself and its RepresentativesAffiliates) and the Requisite Shareholder hereby irrevocably waives any Released Claims (as defined below), hereby (i) agrees that it does not in the past, now and shall not at any time thereafter have any right, title and interestor in the future as a result of, or arising out of, this Agreement, any claim of negotiation, contracts or agreements with the Company, the Requisite Shareholder or its respective representative, against, and any kind they have or may have in the futureright to access, in or to any monies held in the Trust Account, and shall not make any claim against trustee of the Trust Account, in each caseAccount and SPAC, to collect from the extent 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 relating in to any way to to, this A&R 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 collectively, 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 at any time for any reason whatsoeverreason. The Subscriber agrees not Notwithstanding the foregoing, nothing herein shall serve to seek recourse limit or make prohibit the Company’s or bring any action, suit, Requisite Shareholder’s right to pursue a claim against SPAC pursuant to this Agreement for legal relief against monies or other proceeding against assets of SPAC held outside the Trust Account as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby for specific performance or the 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 Subscription Shares pursuant to PubCo’s organizational documents equitable relief in connection with the Transactions or any other business combination, any subsequent liquidation for intentional fraud in the making of the Trust Account, SPAC or PubCo or otherwiserepresentations and warranties in this Agreement. This Section 9.16 shall survive the termination of this Agreement for any reason. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreementwitness whereof, the transactions contemplated hereby or Parties have caused this Agreement to be executed as of the Subscription Sharesdate first set forth above. SPAC: XXXXXXXX CAPITAL INVESTMENT CORP. VI By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Executive Officer COMPANY: GREENSTONE CORPORATION By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director REQUISITE SHAREHOLDER: THE SOUTHERN SELLIBEN TRUST BY: THREE RIVERS PTC LIMITED, it shall pursue such claim solely against PubCoITS TRUSTEE By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director Schedule A Name Number of Company Shares Address The Southern SelliBen Trust 700 Company Shares P.O. Box 137069, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account.Xxxxxxx, Auckland 1151, New Zealand [Schedule A to Shareholder Support Agreement]

Trust Account Waiver. 10.1 The Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that SPAC is it has read the Investment Management Trust Agreement, dated as of February 7, 2019, by and between the Issuer and Continental Stock Transfer & Trust Company, a blank check company with New York corporation, and understands that the powers Issuer has established the trust account described therein (the “Trust Account”) for the benefit of the Issuer’s public stockholders and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesthat disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Subscriber further acknowledges that, as described in and agrees that the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPACIssuer’s sole assets consist of the cash proceeds of SPACthe 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 SPAC, its public shareholders and the underwriters of SPAC’s initial public offeringstockholders. Except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC to pay its tax obligationsAccordingly, 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 PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, Subscriber (on behalf of itself and its Representativesaffiliates) hereby waives any past, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, present or any future claim of any kind they have or may have in the futurearising out of this Agreement against, in or and any right to any monies held in access, 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 A&R Subscription Agreement or any other matter, and regardless trustee 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 and the Issuer to collect from the Trust Account any monies that may be owed to them by the Issuer or in the future as a result of, or arising out of, any negotiations, contracts or agreements with PubCo or SPACof its affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account at any time for any reason whatsoever. The Subscriber agrees not , including, without limitation, for any knowing and intentional material breach by any of the parties to seek recourse this Subscription Agreement of any of its representations or make warranties as set forth in this Subscription Agreement, or bring such party’s material breach of any action, suit, claim of its covenants or other proceeding against agreements set forth in this Subscription Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement; provided, however, that nothing in this Section 7 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account as a result of, by virtue of such Subscriber’s record or arising out of, beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this A&R Subscription Agreement, the transactions contemplated hereby or the 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 including any redemption rights right with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation such securities of the Trust Account, SPAC or PubCo or otherwiseIssuer. In This Section 7 shall survive the event the Subscriber has termination of this Subscription Agreement for any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account.reason. ​ [Signature Page Follows] ​ ​

Trust Account Waiver. 10.1 The Subscriber Each of the VS Entities acknowledges that SPAC Horizon 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 with one or more businessesBusiness Combination. The Subscriber Each of the VS Entities further acknowledges that, as described in the final prospectus of SPACdated August 20, dated January 21, 2021, related to its initial public offering 2020 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s Horizon assets consist of the cash proceeds of SPACHorizon’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 Horizon, certain of its public stockholders and the underwriters of Horizon’s initial public offering (the “Trust Account”) for ). Each of the benefit of SPACVS Entities acknowledges that it has been advised by Horizon that, its public shareholders and the underwriters of SPAC’s initial public offering. Except except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC Horizon to pay its tax Tax and similar obligations, if any, the Trust Agreement provides that cash in the Trust Account may be disbursed only for (i) if Horizon completes the purposes set forth transaction which constitutes a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if Horizon fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Horizon in limited amounts to permit Horizon to pay the costs and expenses of its liquidation and dissolution, and then to Horizon’s public stockholders; and (iii) if Horizon holds a stockholder vote to amend Horizon’s amended and restated memorandum and articles of association to modify the substance or timing of the obligation to redeem 100% of Horizon Common Stock (prior to the Effective Time) if Horizon fails to complete a Business Combination within the allotted time period, then for the redemption of any Horizon Common Stock (prior to the Effective Time) properly tendered in connection with such vote. For and in consideration of PubCo and SPAC Horizon entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, each of the SubscriberVS Entities, on behalf of itself themselves and its Representativestheir respective Affiliates, hereby (i) agrees agree that it does they do not now have and shall not at any time thereafter have hereafter have, and irrevocably waive any right, title and interesttitle, interest or any claim of any kind they or any of their respective Affiliates have or may have in the future, in or to any monies held in the Trust Account, Account or distributions therefrom and shall agree not make any claim to seek recourse against the Trust Account, in each case, to the extent such claim arises Account or any funds distributed therefrom as a result of, in connection arising out of, this Agreement and any negotiations, Contracts or agreements with or relating in any way to this A&R Subscription Agreement Horizon or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any liability. Each of the VS Entities agrees and all acknowledges that such claims are collectively referred irrevocable waiver is material to hereafter as this Agreement and specifically relied upon by Horizon to induce Horizon to enter in this Agreement, and each of the “Released Claims”)VS Entities 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 foregoing, (iix) irrevocably waives any Released Claims that it may have nothing herein shall serve to limit or prohibit Topco and the VS Companies’ right to pursue a claim against Horizon for legal relief against monies or other assets held outside the Trust Account now (other than distributions therefrom directly or in the future as a result ofindirectly to Horizon’s public stockholders), 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 specific performance or other proceeding against the Trust Account as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the 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 Subscription Shares pursuant to PubCo’s organizational documents equitable relief in connection with the consummation of the Transactions (including a claim for Horizon 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 Horizon Share Redemptions) to Topco in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Horizon’s ability to fulfill its obligation to effectuate the Horizon Share Redemptions and (y) nothing herein shall serve to limit or prohibit any claims that Topco or any other business combination, any subsequent liquidation of the VS Companies may have in the future against Horizon’s assets or funds that are not held in the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has Account (including any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside funds that have been released from the Trust Account and not against any assets that have been purchased or acquired with any such funds, but excluding distributions from the Trust Account directly or any monies or other assets in the Trust Accountindirectly to Horizon’s public stockholders).

Trust Account Waiver. 10.1 The Subscriber Company acknowledges that SPAC is a blank check company with Artius has established the powers Trust Account for the benefit of its public Artius Stockholders and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as described in certain other parties (including the final prospectus underwriters of SPAC, dated January 21, 2021, related to its initial public offering (the “ProspectusArtius IPO”) available at xxx.xxx.xxx)), substantially all of SPAC’s assets consist of the cash which holds proceeds of SPAC’s its initial public offering and certain private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (occurring simultaneously with the “Trust Account”) for the benefit of SPAC, its public shareholders and the underwriters of SPAC’s initial public offering. Except with respect offering (including interest accrued from time 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 Prospectustime thereon). For and in consideration of PubCo and SPAC Artius entering into this A&R Subscription AgreementAgreement and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the SubscriberCompany, on behalf of for itself and its RepresentativesSubsidiaries and Affiliates it has the authority to bind, hereby (i) agrees that that, notwithstanding anything in this Agreement to the contrary, it does not now and shall not at any time thereafter hereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, in or to any monies assets in the Trust Account (or distributions therefrom to (i) the public Artius Stockholders upon the redemption of their shares and (ii) the underwriters of Artius’ initial public offering in respect of their deferred underwriting commissions held in the Trust Account, and shall not make any claim against in each case as set forth in the Trust AccountAgreement (collectively, in each case, to the extent such claim arises as a result of, in connection with or relating in any way to this A&R Subscription Agreement or any other matter“Trust Distributions”)), 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 hereby waives any Released Claims that claims it has or may have at any time solely 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 including 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 A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares Distributions) (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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC ) as a result of, or arising out of, any discussions, contracts or agreements (including this A&R Subscription Agreement, the transactions contemplated hereby or Agreement and the Subscription SharesAgreements) between Artius, it shall pursue such claim solely against PubCoon the one hand, SPAC and their assets outside the Trust Account Company, on the other hand, and will not seek recourse against the Trust Account (including the Trust Distributions) for any reason whatsoever; provided, however, that the foregoing waiver shall not limit or prohibit the Company or such Affiliates from pursuing a claim for specific performance or other equitable relief in connection with the Transactions or the Ancillary Agreements (including any claim for Artius to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Artius to induce Artius to enter in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates that it has the authority to bind under applicable Law. To the extent the Company or any monies of its Affiliates that the Company has the authority to bind commences any action or other proceeding against Artius or any of its Affiliates based upon, in connection with, relating to or arising out of any matter relating to Artius, its Affiliates or its representatives, which Proceeding seeks, in whole or in part, monetary relief against Artius, its Affiliates or its representatives, the Company hereby acknowledges and agrees that the Company’s such Affiliates’ sole remedy shall be against assets of Artius or such Affiliate or representatives not in the Trust Account at such time and that such claim shall not permit the Company or such Affiliates (or any Person claiming on any of their behalves) to have any claim against the Trust Account (including the Trust Distributions) or any amounts contained in the Trust Account while in the Trust Account.

Trust Account Waiver. 10.1 The Subscriber Company and each Seller acknowledges and understands that SPAC is a blank check company with has established the powers and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as Trust Account described in the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’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”) therein for the benefit of SPAC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company and each Seller further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated on or before June 13, 2024 (subject to extensions as approved by the SPAC Stockholders), SPAC will be obligated to return to its public shareholders and the underwriters of SPAC’s initial public offering. Except with respect to interest earned on the funds amounts being held in the Trust Account that may be released to SPAC to pay its tax obligations, if anyAccount. Accordingly, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For Company and in consideration of PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscribereach Seller, on behalf of itself and its Representatives, Affiliates hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, or any claim of any kind they have or may have in the future, 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 A&R 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 claims (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 A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Subscriber acknowledges ) of any kind in or to any monies in the Trust Account and agrees that it shall not have any redemption rights with respect to seek recourse against the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions Trust Account or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC funds distributed therefrom as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby Agreement or the Subscription Shares, it Transactions with SPAC; provided that (a) nothing herein shall serve to limit or prohibit the Company’s and each Seller’s right to pursue such a claim solely against PubCo, SPAC and their assets outside the Trust Account and not for legal relief against the Trust Account or any monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for 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 the Company and each Seller 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 Redemptions, or for fraud and (b) nothing herein shall serve to limit or prohibit any claims that the Company and each Seller may have in the future against SPAC’s assets or funds that are not held in the Trust Account. The Company and each Seller agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its Affiliates to induce SPAC to enter in this Agreement, and the Company and each Seller further intends and understands such waiver to be valid, binding and enforceable against such party and each of its Affiliates under applicable Law. This Section 14.1 shall survive the termination of this Agreement for any reason.

Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC Reference is a blank check company with made to the powers and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesIPO Prospectus. The Subscriber further acknowledges that, as described in Company and the final prospectus of SPAC, dated January 21, 2021, related to its initial public offering (Sellers understand that the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of Parent has established the cash proceeds of SPAC’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”) Account for the benefit of SPAC, its the public shareholders stockholders of the Parent and the underwriters of SPAC’s initial public offering. Except with respect the IPO pursuant to interest earned on the funds held in Investment Management Trust Agreement and that the Parent may disburse monies from 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 ProspectusInvestment Management Trust Agreement (including a portion of the interest earned on the amounts held in the Trust Account in accordance with the Investment Management Trust Agreement). For and in consideration of PubCo and SPAC entering the Parent agreeing to enter into this A&R Subscription Agreement, the receipt Company and sufficiency of which are the Sellers each hereby acknowledgedagree that he, the Subscriber, on behalf of itself and its Representatives, hereby (i) agrees that she or it does not now and shall not at any time thereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, 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, Account in connection with this Agreement, the Additional Agreements or relating in any way to this A&R Subscription Agreement the transactions contemplated hereby and hereby agrees that he, she 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 will not seek recourse against the Trust Account now or for any claim it may have in the future as a result of, or arising out of, his Agreement, the Additional Agreements or the transactions contemplated hereby. Notwithstanding anything herein to the contrary in this Section 13.13, but otherwise subject to the terms of this Agreement, (i) the Company, any negotiationsSeller or any of their respective Affiliates may commence any action or proceeding based upon, contracts in connection with, relating to or agreements with PubCo arising out of any matter relating to a Purchaser Party or SPACits Representative, and (iii) will not seek recourse which proceeding seeks, in whole or in part, monetary relief against a Purchaser Party or its Representative, against assets or funds held outside of the Trust Account for (including 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 A&R Subscription Agreement, the transactions contemplated hereby or the 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 Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside funds released from the Trust Account and assets that are acquired with such funds other than distributions to Parent’s public stockholders in an Extension Redemption or Closing Redemption or a liquidation of the Parent if it does not against consummate its initial Business Combination prior to its deadline to do so), and (ii) nothing in this Section 13.13 shall limit or prohibit the Trust Account Company, any Seller or any monies of their respective Affiliates from pursuing a claim against a Purchaser Party for specific performance or other assets in the Trust Accountequitable relief.

Trust Account Waiver. 10.1 The Subscriber Each of Parent, Polestar Singapore, Polestar Sweden, ListCo and Merger Sub acknowledges that SPAC GG 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 acquisitionGG SEC Reports, share exchangeGG’s Governing Documents and the Trust Agreement and understands that GG has established the Trust Account described therein for the benefit of GG’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 Parent, asset acquisitionPolestar Singapore, stock purchasePolestar Sweden, reorganization or similar business combination with one or more businesses. The Subscriber ListCo and Merger Sub further acknowledges that, as described if the Transactions, or, in the final prospectus of SPAC, dated January 21, 2021, related event this Agreement is terminated pursuant to its initial public offering (terms, another business combination, is not consummated by March 22, 2023 or such later date as is approved by the “Prospectus”) available at xxx.xxx.xxxstockholders of GG to complete a business combination, substantially all of SPAC’s assets consist of GG shall be obligated to return to its stockholders the cash proceeds of SPAC’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 SPAC, its public shareholders and the underwriters of SPAC’s initial public offering. Except with respect to interest earned on the funds amounts being held in the Trust Account that may be released to SPAC to pay its tax obligationsAccount. Accordingly, if anyeach of Parent, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For Polestar Singapore, Polestar Sweden, ListCo and in consideration of PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, Merger Sub (on behalf of itself and its RepresentativesAffiliates), notwithstanding anything to the contrary in this Agreement, hereby (i) agrees that it does not now and shall not at waives any time thereafter have any rightpast, title and interest, present or any future claim of any kind they have or may have in against, and any right to access, the future, in Trust Account or to collect from the Trust Account any monies held in the Trust Accountthat may be owed to them by GG or any of its Affiliates for any reason whatsoever, 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 A&R 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 at any time for any reason whatsoever. The Subscriber agrees not , including for any Willful Breach of this Agreement; provided that nothing herein shall serve to seek recourse limit or make prohibit Parent’s, Polestar Singapore’s, Polestar Sweden’s, ListCo’s or bring Merger Sub’s right to pursue a claim against GG or any action, suit, claim or other proceeding of its Affiliates for legal relief against assets held outside of the Trust Account (including from and after the consummation of a business combination other than as a result of, contemplated by this Agreement) or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby pursuant to Section 11.14 for specific performance or the Subscription Shares regardless of whether other injunctive relief (so long as such claim arises based on contract, tort, equity or would not affect GG’s ability to fulfill its redemption obligations). This Section 6.02 shall survive the termination of this Agreement for any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC Reference is a blank check company with the powers and privileges made to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as described in the final prospectus of SPAC, dated January 21filed with the SEC (File No. 333-252802) on February 25, 2021, related to its initial public offering 2021 (the “SPAC Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist ). Each of the cash proceeds of SPAC’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 “SPAC IPO”) and from certain private placements occurring simultaneously with the SPAC IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders (including overallotment shares acquired by SPAC’s underwriters, its public shareholders the “Public Stockholders”), and that, except as otherwise described in the underwriters SPAC Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their SPAC Shares in connection with the consummation of SPAC’s initial public offering. Except business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if SPAC fails to consummate a Business Combination within eighteen (18) months after the closing of the SPAC IPO, (c) with respect to any interest earned on the funds amounts held in the Trust Account that may be released Account, as necessary to pay for any franchise and income taxes, or (d) to SPAC to pay its tax obligations, if any, after or concurrently with the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectusconsummation of a Business Combination. For and in consideration of PubCo and SPAC entering into this A&R Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, the Subscriber, Company hereby agrees on behalf of itself itself, its stockholders, and its RepresentativesAffiliates that, hereby (i) agrees that it none of the Company, its stockholders nor any of its Affiliates does not now and or shall not at any time thereafter hereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, in or to any monies held in the Trust AccountAccount or distributions therefrom, and shall not or make any claim against the Trust AccountAccount (including any distributions therefrom), in each case, to the extent regardless of whether such claim arises as a result of, in connection with or relating in any way to to, this A&R Subscription Agreement or any proposed or actual business relationship between SPAC or any of its Representatives, on the one hand, and the Company or any of its Representatives or Affiliates, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Each Company Party on behalf of itself, (ii) its stockholders and its Affiliates hereby irrevocably waives any Released Claims that it or any of its Representatives or Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with PubCo SPAC or SPAC, its Representatives and (iii) will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever. The Subscriber agrees not to seek recourse or make or bring whatsoever (including for an alleged breach of any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the 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 agreement with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwiseits Affiliates). In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account.* * * * * *

Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC is CAC has established a blank check company with trust account containing the powers and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as described in the final prospectus proceeds of SPAC, dated January 21, 2021, related to its initial public offering (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s initial public offering and from certain private placements of its securities(collectively, and substantially all of those proceeds have been deposited in a trust account (with interest accrued from time to time thereon, the “Trust Account”) for the benefit of SPAC, its public shareholders and the underwriters of SPAC’s initial public offering). Except with respect to interest earned on the funds held in the Trust Account Subscriber agrees 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 PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, hereby (i) agrees that it does not now and shall not at any time thereafter have any has no right, title and title, interest, or any claim of any kind they have or may have in the future, in or to any monies held in the Trust Account, and (ii) it shall not make have no right of set-off or any right, title, interest, or claim against of any kind (“Claim”) to, or to any monies in, the Trust Account, in each case, to the extent such claim arises as a result of, case in connection with or relating in any way to this A&R Subscription Agreement or any other matterAgreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”), (ii) hereby irrevocably waives any Released Claims Claim to, or to any monies in, the Trust Account that it may have against in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account now by virtue of such Subscriber’s record or in the future as a result of, or arising out of, beneficial ownership of securities of CAC acquired by 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 means other than pursuant 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 A&R Subscription Agreement, the transactions contemplated hereby or the 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 including any redemption rights right with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation such securities of the Trust Account, SPAC or PubCo or otherwiseCAC. In the event the Subscriber has any claim Claim against PubCo or SPAC as a result of, or arising out of, CAC under this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it Subscriber shall pursue such claim Claim solely against PubCo, SPAC the CAC and their its assets outside the Trust Account and not against the Trust Account property or any monies or other assets in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by CAC to induce CAC to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding, and enforceable under applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account or distributions therefrom or any of CAC’s shareholders, whether in the form of monetary damages or injunctive relief, Subscriber shall be obligated to pay to CAC all of its legal fees and costs in connection with any such action in the event that CAC prevails in such action or proceeding.

Trust Account Waiver. 10.1 The Subscriber acknowledges that SPAC the Issuer is a blank check company with the powers and privileges to effect a merger, amalgamation, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with involving the Issuer and one or more businessesbusinesses or assets. The Subscriber further acknowledges that, as described in the final Issuer’s prospectus of SPAC, dated January 21, 2021, related relating to its initial public offering dated January 21, 2021 (the “Prospectus”) ), available at xxx.xxx.xxx, substantially all of SPACthe Issuer’s assets consist of the cash proceeds of SPACthe 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 SPACthe Issuer, its public shareholders and the underwriters of SPACthe Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC 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 PubCo and SPAC the Issuer entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representativesaffiliates, hereby (i) agrees that it does not now irrevocably waives any and shall not at any time thereafter have any all right, title and interest, or any claim of any kind they have or may have in the futurefuture arising out of this Subscription Agreement, 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 A&R 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 A&R Subscription Agreement, the transactions contemplated hereby hereby, or the Subscription Shares Acquired Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Subscriber acknowledges and agrees ; provided, however, that it nothing in this Section 7 shall not have any redemption rights with respect (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of Issuer for legal relief against assets held outside the Trust Account, SPAC for specific performance or PubCo other equitable relief, (ii) serve to limit or otherwise. In prohibit any claims that Subscriber may have in the event future against the Subscriber has Issuer’s assets or funds that are not held in the Trust Account (including any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside funds that have been released from the Trust Account and not against any assets that have been purchased or acquired with any such funds) or (iii) be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of NAAC Class A Shares acquired by any monies or means other assets in than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Trust AccountIssuer.

Trust Account Waiver. 10.1 The Subscriber acknowledges that 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 with involving SPAC and one or more businessesbusinesses or assets. The Subscriber further acknowledges that, as described in the final SPAC’s prospectus of SPAC, dated January 21, 2021, related relating to its initial public offering dated August 25, 2020 (the “August 2020 Prospectus”) ), available at xxx.xxx.xxxxxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’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 SPAC, its public shareholders and the underwriters of SPAC’s its 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 August 2020 Prospectus. For and in consideration of PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representativesaffiliates and representatives, hereby (i) agrees that it does not now irrevocably waives any and shall not at any time thereafter have any all right, title and interest, or any claim of any kind they have or may have in the futurefuture as a result of, or arising out of, this Subscription Agreement, in or to any monies held in the Trust Account, 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 A&R 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 A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares 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 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 securities of SPAC acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of SPAC. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Acquired Shares pursuant to PubCoSPAC’s organizational documents certificate of incorporation in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, Account or SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Acquired Shares, it shall pursue such claim solely against PubCo, SPAC and their its assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account. This paragraph shall survive any termination of this Subscription Agreement.

Trust Account Waiver. 10.1 The Subscriber Company acknowledges that SPAC BlueRiver 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 with one or more businessesBusiness Combination. The Subscriber Company further acknowledges that, as described in the final prospectus of SPAC, dated January 2128, 2021, related to its initial public offering 2021 (the “Prospectus”) available at xxx.xxx.xxx), substantially all of SPACBlueRiver’s assets consist of the cash proceeds of SPACBlueRiver’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 SPACBlueRiver, certain of its public shareholders and the underwriters of SPACBlueRiver’s initial public offering. Except The Company acknowledges that it has been advised by BlueRiver that, except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC BlueRiver to pay its tax obligations, if anyincome and franchise Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only for (a) if BlueRiver completes the purposes set forth transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (b) if BlueRiver fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement and the BlueRiver Governing Document, to BlueRiver to permit BlueRiver to pay the costs and expenses of its dissolution, and then to BlueRiver’s public shareholders. For and in consideration of PubCo and SPAC BlueRiver entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Company hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, future in or to any monies held in the Trust Account, Account and shall agree 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 A&R 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 or 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 funds distributed therefrom as a result of, or arising out of, this A&R Subscription AgreementAgreement and any negotiations, the transactions contemplated hereby contracts or the Subscription Shares regardless of whether such claim arises based on contract, tort, equity agreements with BlueRiver or any other theory Person; provided, however, that nothing in this ‎Section 7.04 shall amend, limit, alter, change, supersede or otherwise modify the right of legal liability. The Subscriber acknowledges and agrees that it the to (i) bring any action or actions for specific performance, injunctive and/or other equitable relief or (ii) bring or seek a claim for Damages against BlueRiver, or any of its successors or assigns, for any breach of this Agreement (but such claim shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not be against the Trust Account or any monies or other assets in funds distributed from the Trust AccountAccount to holders of BlueRiver Ordinary Shares in accordance with the BlueRiver Governing Document and the Trust Agreement).

Trust Account Waiver. 10.1 The Subscriber Notwithstanding anything to the contrary set forth in this Agreement, the Company and each Acquisition Entity acknowledges that SPAC is a blank check company with it has read the powers and privileges to effect a merger, share exchange, asset acquisition, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Subscriber further acknowledges that, as described in the publicly filed final prospectus of SPAC, dated January 21filed with the SEC on October 2, 20212020 (File No. 333-248762), related to its initial public offering including the form of investment management trust agreement by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, and understands that SPAC has established the trust account described therein (the “ProspectusTrust Account”) available at xxx.xxx.xxx, substantially all for the benefit of SPAC’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company and each Acquisition Entity further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s initial public offering (the “IPO”) and private placements of its securitiessecurities occurring simultaneously with the IPO, and that substantially all of those these proceeds have been deposited in a trust account (the “Trust Account”) Account for the benefit of SPAC, its public shareholders and the underwriters of SPAC’s initial public offeringshareholders. 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 anyAccordingly, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of PubCo and SPAC entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, Company (on behalf of itself and its RepresentativesAffiliates) and each Acquisition Entity hereby waives any past, hereby (i) agrees that it does not now and shall not at any time thereafter have any right, title and interest, present or any future claim of any kind they have or may have in the futurearising out of this Agreement against, in or and any right to any monies held in access, 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 A&R Subscription Agreement or any other matter, and regardless trustee 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 and SPAC to collect from the Trust Account any monies that may be owed to them by SPAC or in the future as a result of, or arising out of, any negotiations, contracts or agreements with PubCo or SPACof its Affiliates for any reason whatsoever, and (iii) will not seek recourse against the Trust Account at any time for any reason whatsoever. The Subscriber agrees not , including, without limitation, for any knowing and intentional material breach by any of the parties to seek recourse this Agreement of any of its representations or make warranties as set forth in this Agreement, or bring such party’s material breach of any action, suit, claim of its covenants or other proceeding against the Trust Account as agreements set forth in this Agreement, which material breach constitutes, or is a result consequence of, a purposeful act or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares regardless of whether failure to act by 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 Subscription Shares pursuant to PubCo’s organizational documents in connection party with the Transactions knowledge that the 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 termination of this Agreement for any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Accountreason.

Trust Account Waiver. 10.1 The Subscriber hereby acknowledges that 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 with one or more businesses. The Subscriber further acknowledges that, as described in the final Company’s prospectus of SPAC, dated January 21, 2021, related relating to its initial public offering (dated October 5, 2020, the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s assets consist of the cash proceeds of SPAC’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 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, its the Company’s public shareholders stockholders and the underwriters of SPAC’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 ProspectusIPO. For and in consideration of PubCo and SPAC the Company entering into this A&R Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Subscriber hereby (ia) agrees that it does not now and shall not at any time thereafter hereafter have any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, in or to any monies assets held in the Trust AccountAccount or distributions therefrom, and shall not make any claim against the Trust AccountAccount (including any distributions therefrom), in each case, to the extent such claim arises as a result of, in connection with or relating in any way to arising out of this A&R 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”), (iib) irrevocably waives any Released Claims that it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with PubCo or SPAC, this Subscription Agreement and (iiic) agrees it will not seek recourse against the Trust Account with respect to any Released Claims; provided, however, that nothing in this Section 7 shall (x) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company for legal relief against assets held outside the Trust Account (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any reason whatsoeverredemption right with respect to any securities of the Company), for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that Subscriber may have in the future against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) (so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate any redemption right with respect to any securities of the Company) or (z) be deemed to limit the Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of shares of Class A Common Shares acquired by any means. The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its representatives or affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives or affiliates, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to seek recourse or make or bring have any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares regardless of whether such claim arises based on contract, tort, equity (including any distributions therefrom) or any other theory of legal liability. The Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC as a result of, or arising out of, this A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares, it shall pursue such claim solely against PubCo, SPAC and their assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Accountamounts contained therein.

Trust Account Waiver. 10.1 The Subscriber Company acknowledges that SPAC Acquiror 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 with one or more businessesBusiness Combination. The Subscriber Company further acknowledges that, as described in the final prospectus of SPACdated March 3, dated January 21, 2021, related to its initial public offering 2021 (the “Prospectus”) available at xxx.xxx.xxx, substantially all of SPAC’s Acquiror assets consist of the cash proceeds of SPACAcquiror’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 for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”) for the benefit of SPAC, its public shareholders and the underwriters of SPAC’s initial public offering). Except with respect to interest earned on the funds held in the Trust Account The Company acknowledges that may be released to SPAC to pay its tax obligations, if any, the it has been advised by Acquiror that cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectuscircumstances and to the Persons described in the Prospectus and in accordance with the Trust Agreement. For and in consideration of PubCo and SPAC Acquiror entering into this A&R Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its Representatives, Company hereby (i) agrees that it does not now and shall not at any time thereafter have irrevocably waives any right, title and interesttitle, interest or any claim of any kind they have or may have in the future, future 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 A&R 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 A&R Subscription Agreement, the transactions contemplated hereby or the Subscription Shares regardless of whether such claim arises based on contract, tort, equity Agreement or any other theory of legal liability. The Subscriber acknowledges Ancillary Agreement and agrees that it shall not have to seek recourse against the Trust Account or any redemption rights with respect to the Subscription Shares pursuant to PubCo’s organizational documents funds distributed therefrom in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account, SPAC or PubCo or otherwise. In the event the Subscriber has any claim against PubCo or SPAC a Acquiror Share Redemption as a result of, or arising out of, this A&R Subscription Agreement, any Ancillary Agreement and any other prior negotiations, Contracts or agreements with Acquiror; provided that (x) nothing herein shall serve to limit or prohibit the Company’s or Investor’s right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated hereby or (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the Subscription Shares, it shall pursue 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 solely 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 Company or Investor may have in the future against PubCo, SPAC and their Acquiror’s assets outside or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and not against the Trust Account any assets that have been purchased or acquired with any monies or other assets in the Trust Accountsuch funds).