Common use of Trust Account Waiver Clause in Contracts

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

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 (the “Prospectus”). The Subscriber hereby represents and warrants that it has read the Prospectus and understands that the Company ITAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) IPO and the overallotment shares securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyITAC’s public stockholders (including overallotment shares acquired by the CompanyITAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company ITAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company ITAC shares in connection with the consummation of the CompanyITAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company ITAC fails to consummate a Business Combination within twenty-four fifteen (2415) months after the closing of the IPOIPO (or up to twenty-one (21) months from the closing of the IPO if ITAC in accordance with the requirements of the Prospectus extends its deadline to consummate a Business Combination), subject to extension by amendment to the CompanyITAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay for any taxesfranchise or income taxes (and up to $50,000 in dissolution expenses), or (d) to the Company ITAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company ITAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither the Subscriber nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefromtherefrom directly or indirectly to Public Stockholders (“Public Distributions”), or make any claim against the Trust Account (including any distributions therefrom)or Public Distributions, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. The Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Subscriber or any of its affiliates may have against the Trust Account (including any distributions therefrom) or Public Distributions now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) or Public Distributions for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliatesthis Subscription Agreement). The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company ITAC and its affiliates to induce the Company ITAC to enter into in this Subscription Agreement, and the Subscriber further intends and understands such waiver to be valid, binding and enforceable against the Subscriber and each of its affiliates under applicable law. To the extent the Subscriber 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 representativesReleased Claims, which proceeding seeks, in whole or in part, monetary relief against the Company ITAC or its representativesRepresentatives, the Subscriber hereby acknowledges and agrees that the Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Subscriber or its affiliates (or any person claiming on any of their behalves behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or Public Distributions or any amounts contained therein. Notwithstanding the foregoing, this Section 9, shall not (x) serve to limit or prohibit the Subscriber’s right to pursue a claim against ITAC or ARBE for legal relief against assets held outside the Trust Account (other than Public Distributions), for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that the Subscriber may have in the future against ITAC’s or ARBE’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), excluding Public Distributions, or (z) affect any rights of Subscriber or its affiliates as a Public Stockholder to receive distributions from the Trust Account in its capacity as a Public Stockholder. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Reference is made to the final prospectus of the CompanyArmada, dated as of December August 12, 2019 2021 and filed with the SEC (File NosNo. 333-235253 and 333-235484257692) on December August 16, 2019 2021 (the “Prospectus”). Subscriber represents and warrants that it has read the Prospectus and The Investor understands that the Company Armada has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyArmada’s public stockholders shareholders (including overallotment shares acquired by the CompanyArmada’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the Prospectus, the Company Armada may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their Company shares some or all of the equity securities Armada in connection with the consummation of the CompanyArmada’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders Shareholders if the Company Armada fails to consummate a Business Combination within twenty-four fifteen (2415) months after the closing of the IPOIPO (or up to eighteen (18) months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination, subject to extension by amendment to as described in the Company’s organizational documentsProspectus), (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxes, taxes and up to $100,000 in dissolution expenses or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Investor hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber the Investor nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between Armada, the Company or its representativesRepresentatives, on the one hand, and Subscriber the Investor or its representativesRepresentatives, 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 (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber The Investor on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber the Investor or any of its 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 Armada, the Company Company, the Target or its representatives their respective Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with the Company or its affiliates). Subscriber The Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by Armada, the Company and its their respective affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber the Investor further intends and understands such waiver to be valid, binding and enforceable against Subscriber the Investor and each of its affiliates under applicable law. To the extent Subscriber the Investor or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Armada, the Company Company, the Target or its representativestheir respective Representatives, which proceeding seeks, in whole or in part, monetary relief against Armada, the Company Company, the Target or its representativestheir respective Representatives, Subscriber the Investor hereby acknowledges and agrees that Subscriberthe Investor’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber the Investor or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Investor or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Armada, the Company, the Target or their respective Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Armada, the Company, the Target or their respective Representatives, as applicable, shall be entitled to recover from the Investor and its affiliates the associated legal fees and costs in connection with any such action, in the event Armada, the Company, the Target or their respective Representatives, as applicable, prevails in such action or proceeding. Notwithstanding the foregoing, this Section 10 shall not affect any rights of the Investor or its affiliates to receive distributions from the Trust Account in their capacities as Public Shareholders upon the redemption of their shares or the liquidation of Armada if it does not consummate a Business Combination prior to its deadline to do so. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 12 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 (the “Prospectus”). The Subscriber hereby represents and warrants that it has read the SPAC Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the SPAC Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) 24 months after the closing of the IPO, subject to extension IPO (as such date may be extended by amendment to the Company’s organizational documents), (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxestaxes and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber hereby agrees on behalf of itself and its affiliates that, that notwithstanding anything to the contrary contained in this Subscription Agreement, neither Subscriber nor any of its affiliates do does not now or and shall not at any time hereafter have have, and waives any and all right, titletitle and interest, interest or claim any claims of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, in or to any monies held in the Trust Account (or any distributions therefromtherefrom directly or indirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account (including any distributions therefrom), regardless of whether such claim arises or Public Distributions as a result of, in connection with or relating in any way toarising out of, this Subscription Agreement Agreement, the transactions contemplated hereby or any proposed or actual business relationship between the Company or its representativesSubscriber Shares, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its 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 the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable lawliability. To the extent the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to as a result of or arising out of any matter relating to of, this Subscription Agreement, the Company transactions contemplated hereby or its representativesthe Subscriber Shares, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, the Subscriber hereby acknowledges and agrees that the Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not permit the Subscriber or its affiliates (or any person claiming on any of their behalves his behalf or in lieu of any of themit) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 6 to the contrary, nothing herein shall (x) serve to limit or prohibit the Subscriber’s right to pursue a claim against Company for legal relief against assets held outside the Trust Account, (y) serve to limit or prohibit any claims that the Subscriber may have in the future against Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to the Company (excluding, for the avoidance of doubt, funds released to redeeming stockholders of the Company) and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Class D Common Stock acquired by any means other than pursuant to this Subscription Agreement, including to any redemption right with respect to any such securities of the Company. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Reference is made to the final prospectus of the CompanyMTech, dated as of December 12January 29, 2019 2018 and filed with the SEC (File NosNo. 333-235253 and 333-235484221957) on December 16January 29, 2019 2018 (the “Prospectus”). Subscriber The undersigned hereby represents and warrants that it has read the Prospectus and understands that the Company MTech has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyMTech’s public stockholders (including overallotment shares acquired by the CompanyMTech’s underwriters, and any shares issued by Pubco in exchange for any of the foregoing shares pursuant to the Transaction, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company MTech may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company MTech shares in connection with the consummation of the CompanyMTech’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company MTech fails to consummate a Business Combination within twenty-four eighteen (2418) months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxesfranchise or income taxes and up to $15,000 in liquidation expenses, or (d) to the Company MTech after or concurrently with the consummation of a Business Combination. For and in consideration of the Company and Pubco entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the undersigned hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber the undersigned nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company MTech, Pubco or its representativestheir respective Representatives, on the one hand, and Subscriber the undersigned or its representativesRepresentatives, 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 (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber The undersigned on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber the undersigned or any of its 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 the Company MTech, Pubco or its representatives their respective Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company MTech, Pubco or its their respective affiliates). Subscriber The undersigned agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company MTech, Pubco, and its their respective affiliates to induce the Company and Pubco to enter into in this Subscription Agreement, and Subscriber the undersigned further intends and understands such waiver to be valid, binding and enforceable against Subscriber the undersigned and each of its affiliates under applicable law. To the extent Subscriber the undersigned 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 MTech, Pubco or its representativestheir respective Representatives, which proceeding seeks, in whole or in part, monetary relief against MTech, Pubco or their respective Representatives, the Company or its representatives, Subscriber undersigned hereby acknowledges and agrees that Subscriberthe undersigned’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber the undersigned or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the undersigned 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 MTech, Pubco or their respective Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, MTech, Pubco and their respective Representatives, as applicable, shall be entitled to recover from the undersigned and its affiliates the associated legal fees and costs in connection with any such action in the event MTech, Pubco or their respective Representatives, as applicable, prevails in such action or proceeding. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 9 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 1217, 2019 2020 and filed with the SEC U.S. Securities and Exchange Commission (“SEC”) (File NosNo. 333-235253 251062 and 333-235484251447) on December 1621, 2019 2020 (the “Prospectus”). Subscriber represents and warrants that it has read reviewed the Prospectus and understands acknowledges that the Company has established a the trust account described in the Prospectus (the “Trust Account”) containing for the proceeds benefit of its the public stockholders (the “Public Stockholders”) and the underwriters (“Underwriters”) of the Company’s initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise for certain exceptions described in the Prospectus, the Company may disburse monies from the Trust Account trust account only: (ai) to the Public Stockholders in the event they elect of the redemption of their shares or the liquidation of the Company; (ii) to redeem their the Company shares in connection with and the Underwriters after the consummation of the Company’s initial a business combination (combination, as such term is used described in the Prospectus) Prospectus (the a “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination), (biii) to the Public Stockholders if in the event the Company fails to does not consummate a Business Combination within twenty-four (24) months after the closing of the IPOinitial public offering, subject to extension by amendment to the Company’s organizational documents, or (civ) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay any taxes, or (d) taxes and up to the Company after or concurrently with the consummation of a Business Combination$100,000 in dissolution expenses. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall at any time hereafter that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, “Claim”) and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates Claim 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 the Company or its representatives and will not seek recourse makes any Claim against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates)whatsoever. Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates representatives 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 representatives 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, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, Subscriber hereby acknowledges and agrees that Subscriber’s its and its representatives and affiliates’ sole remedy shall shall, except as may be set forth in any definitive agreement, be against funds held outside of the Trust Account and that such claim Claim shall not permit Subscriber Subscriber, 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 (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12March 15, 2019 2018 and filed with the SEC (File NosNo. 333-235253 and 333-235484223098) on December March 16, 2019 2018 (the “Prospectus”). The Subscriber hereby represents and warrants that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxes, franchise or income taxes or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither the Subscriber nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representativesRepresentatives, on the one hand, and the Subscriber or its representativesRepresentatives, 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 (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. The Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Subscriber or any of its 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 the Company or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into in this Subscription Agreement, and the Subscriber further intends and understands such waiver to be valid, binding and enforceable against the Subscriber and each of its affiliates under applicable law. To the extent the Subscriber 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 representativesRepresentatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, the Subscriber hereby acknowledges and agrees that the Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, the Company and its Representatives, as applicable, shall be entitled to recover from the Subscriber and its affiliates the associated legal fees and costs in connection with any such action in the event the Company or its Representatives, as applicable, prevails in such action or proceeding. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 8 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File NosNo. 333-235253 and 333-235484232688) on December 16, 2019 (the “Prospectus”), and dated as of August 8, 2019. Subscriber The Company shall provide the undersigned with a copy of the Prospectus upon request and the undersigned hereby represents and warrants that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its the deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes, franchise or income taxes or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, Subscriber hereby agrees the undersigned, on behalf of itself and its affiliates controlling persons acting on its behalf, hereby agrees that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of (i) it and its affiliates controlling persons acting on its behalf do not now or and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies assets held in the Trust Account (including distributions directly or distributions therefromindirectly to public stockholders therefrom (“Public Distributions”)) arising from, as a result of or in connection with this Subscription Agreement, any ancillary documents entered in connection herewith, the transactions contemplated hereby or thereby, or any discussions in connection therewith, (ii) agrees that it shall not make any claim against the Trust Account (including any distributions therefrom)Public Distributions) arising from, regardless of whether such claim arises as a result of, of or in connection with or relating in any way to, this Subscription Agreement Agreement, any ancillary documents entered in connection herewith, the transactions contemplated hereby or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other handthereby, 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 (collectively, the “Released Claims”); provided, that the Released Claims (iii) it and its controlling persons acting on its behalf shall not include claims made solely in Subscriber’s make any claim against the Trust Account (or one of its affiliate’sincluding Public Distributions) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself for any Released Claims, (iv) it and its affiliates controlling persons acting on its behalf hereby irrevocably waives waive any Released Claims that Subscriber it or any of its affiliates controlling persons acting on its behalf may have against the Trust Account (including any distributions therefromPublic Distributions) now or in the future as a result offuture, or arising out of, any negotiations, contracts or agreements with the Company or (v) it and its representatives and controlling persons acting on its behalf will not seek recourse against the Trust Account (including any distributions therefromPublic Distributions) for any reason whatsoever (including for an alleged breach in respect of any agreement with the Company or its affiliates). Subscriber agrees Released Claims, and acknowledges that (vi) such irrevocable waiver set forth herein is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into in this Subscription Agreement, and Subscriber the undersigned further intends and understands such waiver to be valid, binding and enforceable under applicable law against Subscriber the undersigned and each of its affiliates under applicable law. To the extent Subscriber controlling persons acting on its behalf, except as may be limited or any of its affiliates commences any action otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or proceeding based upon, in connection with, other laws relating to or arising out 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 undersigned and its controlling persons acting on its behalf are not releasing or waiving any matter relating rights that they may have as Public Stockholders to receive funds from the Trust Account in their capacity as Public Stockholders upon the redemption of their shares of the Company or its representativesthe liquidation of the Company, which proceeding seeksas described in the Prospectus or any other right, in whole title, interest or in part, monetary relief against the Company or its representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of claim to the Trust Account and that such claim by virtue of undersigned’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this Subscription Agreement. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 8 shall not permit Subscriber or its affiliates (survive the Closing or any person claiming on any termination of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinthis Subscription Agreement and last indefinitely.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12September 8, 2019 2023 and filed with the SEC U.S. Securities and Exchange Commission (“SEC”) (File NosNo. 333-235253 and 333-235484272717) on December 16September 9, 2019 2023 (the “Prospectus”). Subscriber represents and warrants that it The Investor has read reviewed the Prospectus and understands acknowledges that the Company SPAC has established a the trust account described in the Prospectus (the “Trust Account”) containing for the proceeds benefit of its the public shareholders (the “Public Shareholders”) and the underwriter (“Underwriter”) of SPAC’s initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise for certain exceptions described in the Prospectus, the Company SPAC may disburse monies from the Trust Account trust account only: (ai) to the Public Stockholders Shareholders in the event they elect of the redemption of their shares or the liquidation of SPAC; (ii) to redeem their Company shares in connection with SPAC and the Underwriters after the consummation of the Company’s initial a business combination (combination, as such term is used described in the Prospectus) Prospectus (the a “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination), (biii) to the Public Stockholders if Shareholders in the Company fails to event SPAC does not consummate a Business Combination within twenty-four prior to February 8, 2024 (24) months after assuming the closing exercise of the IPOall available extensions), subject to extension by amendment to the Company’s organizational documents, or (civ) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay any taxes, or (d) taxes and up to the Company after or concurrently with the consummation of a Business Combination$100,000 in dissolution expenses. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber The Investor hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall at any time hereafter that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, “Claim”) and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates Claim 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 the Company SPAC or its representatives and will not seek recourse makes any Claim against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates)whatsoever. Subscriber The Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company SPAC and its affiliates representatives to induce the Company SPAC to enter into this Subscription Agreement, and Subscriber the Investor further intends and understands such waiver to be valid, binding and enforceable against Subscriber the Investor and each of its affiliates representatives under applicable law. To the extent Subscriber the Investor or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company SPAC or its representatives, which proceeding seeks, in whole or in part, monetary relief against the Company SPAC or its representatives, Subscriber the Investor hereby acknowledges and agrees that Subscriber’s its and its representatives and affiliates’ sole remedy shall shall, except (i) as may be set forth in any definitive agreement or (ii) in connection with any rights or claims of the Investor or any of 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 right to redeem its shares, be against funds held outside of the Trust Account and that such claim Claim shall not permit Subscriber 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 (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Reference The Investor acknowledges that SVAC is made a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving SVAC and one or more businesses or assets. The Investor further acknowledges that, as described in the final prospectus of the CompanySVAC, dated as of December 12, 2019 and filed with the SEC (File NosNo. 333-235253 249067), and 333-235484) on December 16dated as of November 23, 2019 2020 (the “Prospectus”). Subscriber represents and warrants that it has read the Prospectus and understands that the Company , available at wxx.xxx.xxx, SVAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously (with the IPO (including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $232,300,000 for the benefit of the CompanySVAC’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), ) and that, except as otherwise described in certain parties (including the Prospectus, underwriters of the Company IPO) and that SVAC may disburse monies from the Trust Account Fund only: (ai) to the Public Stockholders in the event they elect to redeem their Company shares the Class A Shares in connection with the consummation of the CompanySVAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination), (bii) to the Public Stockholders if the Company SVAC fails to consummate a Business Combination within twenty-four (24) months after from the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (ciii) with respect to any interest earned on the amounts held in the Trust Account, as Fund necessary to pay any for franchise and income taxes, or (div) to the Company SVAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company SVAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Investor hereby agrees on behalf of itself that it does not now and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account Fund or distributions therefrom, or make any claim against against, the Trust Account (including any distributions therefrom)Fund, regardless with respect to claims arising out of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representativesAgreement, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates The Investor hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates it may have against the Trust Account Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company or its representatives this Subscription Agreement and will not seek recourse against the Trust Account Fund (including any distributions therefrom) for Claims arising out of this Subscription Agreement; provided that nothing in this Section 10 (x) shall serve to limit or prohibit the Investor’s right to pursue a claim against SVAC for legal relief against assets held outside the Trust Fund, for specific performance or other equitable relief, (y) shall serve to limit or prohibit any reason whatsoever claims that the Investor may have in the future against SVAC’s assets or funds that are not held in the Trust Fund (including for an alleged breach any funds that have been released from the Trust Fund and any assets that have been purchased or acquired with any such funds) or (z) shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Fund by virtue of its record or beneficial ownership of Class A Shares acquired other than pursuant to this Subscription Agreement, pursuant to a validly exercised redemption right with respect to any agreement such Class A Shares, except to the extent that the Investor has otherwise agreed with the Company or its affiliates)SVAC to not exercise such redemption right. Subscriber The Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates SVAC to induce the Company it to enter into in this Subscription Agreement, and Subscriber the Investor 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, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, 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 have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. (a) Reference is made to the final prospectus of the CompanyParent, dated as of December 12June 18, 2019 and filed with the SEC 2018 (File Nos. 333-235253 224581 and 333-235484) 225711), and filed with the SEC on December 16June 20, 2019 2018 (the “Prospectus”). Subscriber represents and warrants that it has read the Prospectus and The Company understands that the Company Parent has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyParent’s public stockholders (including overallotment shares acquired by the CompanyParent’s underwriters, ) (the “Public Stockholders”), and that, except as otherwise described in the ProspectusProspectus or as set forth in the Trust Agreement, the Company Parent may disburse monies from the Trust Account only: (ai) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the CompanyParent’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its the deadline to consummate a Business Combination, (bii) to the Public Stockholders if the Company Parent fails to consummate a Business Combination within twenty-four (24) 18 months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (ciii) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxes, franchise or income taxes and up to $100,000 in liquidation expenses or (div) to the Company Parent after or concurrently with the consummation of a Business Combination. . (b) For and in consideration of the Company Parent entering into this Subscription AgreementAgreement and discussions with the Company regarding the Transactions, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Company hereby agrees on behalf of itself and its affiliates Affiliates that, : (i) notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber the Company nor any of its affiliates Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or and shall not make any claim against the Trust Account (including any distributions therefrom), in each case, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or the Transactions or any proposed or actual business relationship between the Company Parent or its representativesRepresentatives, on the one hand, and Subscriber the Company or its representativesRepresentatives, 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 (collectively, any and all such claims against the Trust Account are collectively referred to hereafter as the “Released Claims”); provided, that ; (ii) the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber Company on behalf of itself and its affiliates Affiliates hereby irrevocably waives any Released Claims that Subscriber the Company or any of its affiliates 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 the Company Parent or its representatives Representatives, including this Agreement or the Transactions, and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever in connection therewith (including for an alleged breach of this Agreement or any other agreement with the Company Parent or its affiliatesAffiliates). Subscriber agrees and acknowledges that such ; (iii) the irrevocable waiver set forth in the immediately preceding clause (ii) is material to this Subscription Agreement and specifically relied upon by the Company Parent and its affiliates Affiliates to induce the Company Parent to enter into in this Subscription Agreement, and Subscriber the Company further intends and understands such waiver to be valid, binding and enforceable against Subscriber the Company and each of its affiliates Affiliates under applicable law. To Law; and (iv) to the extent Subscriber the Company or any of its affiliates Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company Parent or its representativesRepresentatives, including this Agreement or the Transactions, which proceeding seeks, in whole or in part, monetary relief against Parent or Representatives, the Company or its representatives, Subscriber hereby acknowledges and agrees that Subscriberthe Company’s and its affiliatesAffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber the Company or its affiliates Affiliates (or any person Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. (c) Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, nothing in this Section 9.2 or the Confidentiality Agreement shall waive, limit, amend, alter, change, supersede or otherwise modify the right of the Company or any of its Affiliates to (i) bring any action or actions for specific performance, injunctive and/or equitable relief (including, without limitation, the right of the Company to compel specific performance by Parent and/or Merger Sub of their respective obligations under this Agreement), (ii) bring or seek a claim for damages against Parent and/or Merger Sub, or any of their respective successors or assigns, for any breach of this Agreement against monies or other assets held outside the Trust Account (other than distributions therefrom to Public Stockholders as described in clauses (i) and (ii) of Section 9.2(a)), (iii) bring or seek a claim that the Company or its Affiliates 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 and any assets that have been purchased or acquired with any such funds), but excluding distributions therefrom to Public Stockholders as described in clauses (i) and (ii) of Section 9.2(a), or (iv) bring or seek a claim against any other Person (or any Affiliate thereof) that is party to an alternative Business Combination consummated by Parent. Furthermore, Parent shall not execute any definitive agreement related to such alternative Business Combination that (A) attempts to prevent the Company or any Affiliate thereof from so bringing or seeking any such claim, or (B) permits the entity that survives such alternative Business Combination to not assume Parent’s obligation for damages in connection with this Agreement and the Transactions.

Trust Account Waiver. Reference is made to the final prospectus Final Prospectus of the Company, dated as of December February 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 2015 (the “Prospectus”). Subscriber represents Capitalized terms used and warrants that not otherwise defined in this Section 132.10 shall have the meanings assigned to them in the Prospectus. (a) Purchaser acknowledges it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds Account initially in an amount of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) at least $100,000,000 for the benefit of the Company’s public stockholders (including overallotment shares acquired by Public Stockholders and the underwriter of the Company’s underwriters, the “Public Stockholders”), initial public offering and that, except as otherwise described for a portion of the interest earned on the amounts held in the ProspectusTrust Account, the Company may disburse monies from the Trust Account only: (ai) to the Public Stockholders in the event they elect to redeem their Company public shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (bii) to the Public Stockholders if the Company liquidates or fails to consummate a Business Combination within twenty-four (24) 18 months after from the closing date of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes, initial public offering or (diii) to the Company after or concurrently with the consummation of a Business Combination. For The Company represents and in consideration of warrants that the Company entering into this Subscription AgreementMerger shall constitute a Business Combination for such purpose. (b) Purchaser hereby agrees, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees on behalf of itself Purchaser and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates officers, directors, managers, shareholders, members, partners, affiliates, agents and other representatives (collectively, “Representatives”), that Purchaser and its Representatives do now or shall at any time hereafter not have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way tothis Agreement and the transactions contemplated thereby (each, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, a “Claim”) and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates Claim they 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 this Agreement or agreements with the Company or its representatives transactions contemplated by this Agreement and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, Subscriber hereby acknowledges and agrees that 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 have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinAccount.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 1210, 2019 2020 and filed with the SEC (File NosNo. 333-235253 and 333-235484248753) on December 1611, 2019 2020 (the “Prospectus”). Subscriber hereby represents and warrants that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) IPO and the overallotment shares securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four eighteen (2418) months after the closing of the IPO, subject to extension by an amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxestaxes and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither the Subscriber nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. The Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Subscriber or any of its 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 the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and the Subscriber further intends and understands such waiver to be valid, binding and enforceable against the Subscriber and each of its affiliates under applicable law. To Notwithstanding the extent Subscriber or foregoing, this Section 8 shall not affect any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside rights 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 have any claim against receive distributions from the Trust Account (including any distributions therefrom) in their capacities as Public Stockholders upon the redemption of their shares or any amounts contained thereinthe liquidation of the Company if it does not consummate a Business Combination prior to its deadline to do so.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 (the “Prospectus”). Subscriber hereby represents and warrants that it has read the IPO Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) IPO and the overallotment shares securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders shareholders (including overallotment shares acquired by the Company’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the IPO Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders Shareholders if the Company fails to consummate a Business Combination within twenty-four (24) 24 months after the closing of the IPO, which has since been extended to July 1, 2024, and is subject to further extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxestaxes and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability liability, and Subscriber further waives its right to any distributions from the Trust Account with respect to the Shares in the event of the Company’s liquidation (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its 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 the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). 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 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 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 representativesRepresentatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, 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 have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the Company and its Representatives, as applicable, shall be entitled to recover from Subscriber and its affiliates the associated legal fees and costs in connection with any such action in the event the Company or its Representatives, as applicable, prevails in such action or proceeding. Subscriber further agrees not to redeem any Shares (excluding, for the avoidance of doubt, any Company Class A Shares purchased by Subscriber in the open market). Notwithstanding the foregoing, this Section 8 shall not affect any rights of Subscriber or its affiliates to receive distributions from the Trust Account in their capacities as Public Shareholders with respect to Company Class A Shares other than the Shares upon the redemption of their shares or the liquidation of the Company if it does not consummate a Business Combination prior to its deadline to do so. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 8 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. Reference is made to the final prospectus of the CompanySPAC, dated as of December 12, 2019 and filed with the SEC (File NosNo. 333-235253 and 333-235484239149) on December 16July 15, 2019 2020 (the “SPAC Prospectus”). Subscriber represents and warrants that it has read Each of the Prospectus Company Parties acknowledges, agrees and understands that the Company SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanySPAC’s public stockholders (including overallotment shares acquired by the CompanySPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the SPAC Prospectus, the Company SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares SPAC Shares in connection with the consummation of the CompanySPAC’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company SPAC fails to consummate a Business Combination within twenty-four eighteen (2418) months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay for any franchise and income taxes, or (d) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Company hereby agrees on behalf of itself itself, its shareholders, and its affiliates Affiliates that, notwithstanding anything to none of the contrary in this Subscription AgreementCompany, neither Subscriber its shareholders nor any of its affiliates do Affiliates does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company SPAC or any of its representativesRepresentatives, on the one hand, and Subscriber the Company or any of its representativesRepresentatives 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 (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber Each Company Party on behalf of itself itself, its shareholders and its affiliates Affiliates hereby irrevocably waives any Released Claims that Subscriber it or any of its affiliates 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 the Company SPAC or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company SPAC or its affiliatesAffiliates). 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, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, 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 have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Reference is made to the final prospectus of the CompanySPAC, dated as of December 12, 2019 and filed with the SEC (File NosNo. 333-235253 and 333-235484252802) on December 16February 25, 2019 2021 (the “SPAC Prospectus”). Subscriber represents and warrants that it has read Each of the Prospectus Company Parties acknowledges, agrees and understands that the Company SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “SPAC IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the SPAC IPO (including interest accrued from time to time thereon) for the benefit of the CompanySPAC’s public stockholders (including overallotment shares acquired by the CompanySPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the SPAC Prospectus, the Company SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares SPAC Shares in connection with the consummation of the CompanySPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company SPAC fails to consummate a Business Combination within twenty-four eighteen (2418) months after the closing of the SPAC IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay for any franchise and income taxes, or (d) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Company hereby agrees on behalf of itself itself, its stockholders, and its affiliates Affiliates that, notwithstanding anything to none of the contrary in this Subscription AgreementCompany, neither Subscriber its stockholders nor any of its affiliates do Affiliates does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company SPAC or any of its representativesRepresentatives, on the one hand, and Subscriber the Company or any of its representativesRepresentatives 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 (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber Each Company Party on behalf of itself itself, its stockholders and its affiliates Affiliates hereby irrevocably waives any Released Claims that Subscriber it or any of its affiliates 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 the Company SPAC or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company SPAC or its affiliatesAffiliates). 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, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, 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 have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Reference is made to the final prospectus of the CompanySPAC, dated as of December 12, 2019 and filed with the SEC (File NosNo. 333-235253 and 333-235484249686) on December 16November 23, 2019 2020 (the “SPAC Prospectus”). Subscriber represents and warrants that it has read the Prospectus The Company acknowledges, agrees and understands that the Company SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanySPAC’s public stockholders (including overallotment shares acquired by the CompanySPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the SPAC Prospectus, the Company SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares SPAC Shares in connection with the consummation of the CompanySPAC’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company SPAC fails to consummate a Business Combination within twenty-four eighteen (2418) months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay for any taxesfranchise and income Taxes, or (d) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Company hereby agrees on behalf of itself itself, its stockholders, and its affiliates Affiliates that, notwithstanding anything to none of the contrary in this Subscription AgreementCompany, neither Subscriber its stockholders nor any of its affiliates do Affiliates does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company SPAC or any of its representativesRepresentatives, on the one hand, and Subscriber the Company or any of its representativesRepresentatives 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 (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber The Company on behalf of itself itself, its stockholders and its affiliates Affiliates hereby irrevocably waives any Released Claims that Subscriber it or any of its affiliates 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 the Company SPAC or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company SPAC or its affiliatesAffiliates). 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, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, 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 have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Reference The Investor acknowledges that JIH is made a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving JIH and one or more businesses or assets. The Investor further acknowledges that, as described in the final prospectus of JIH, filed with the CompanySecurities and Exchange Commission (File No. 333-234264), and dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16November 7, 2019 (the “Prospectus”). Subscriber represents and warrants that it has read the Prospectus and understands that the Company , available at xxx.xxx.xxx, JIH has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously (with the IPO (including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $345,000,000 for the benefit of the CompanyJIH’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), ) and that, except as otherwise described in certain parties (including the Prospectus, underwriters of the Company IPO) and that JIH may disburse monies from the Trust Account Fund only: (ai) to the Public Stockholders in the event they elect to redeem their Company the shares of Class A common stock of JIH in connection with the consummation of the CompanyJIH’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination), (bii) to the Public Stockholders if the Company JIH fails to consummate a Business Combination within twenty-four (24) 24 months after from the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (ciii) with respect to any interest earned on the amounts held in the Trust Account, as Fund necessary to pay any for franchise and income taxes, or (div) to the Company JIH after or concurrently with the consummation of a Business Combination. For and in consideration of the Company XXX entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Investor hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall at any time hereafter have irrevocably waives any right, title, interest or claim of any kind in or to any monies in the Trust Account Fund or distributions therefrom, or make any claim against, the Trust Fund, with respect to, and will not seek recourse against the Trust Account Fund (including any distributions therefrom)) for, regardless claims arising out of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representativesAgreement, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability liability; provided that nothing in this Section 10 (collectivelyx) shall serve to limit or prohibit the Investor’s right to pursue a claim against JIH for legal relief against assets held outside the Trust Fund, the “Released Claims”); providedfor specific performance or other equitable relief, (y) shall serve to limit or prohibit any claims that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates Investor may have in the future against JIH’s assets or funds that are not held in the Trust Account Fund (including any distributions therefromfunds that have been released from the Trust Fund and any assets that have been purchased or acquired with any such funds) now or (z) shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the future as Trust Fund by virtue of its record or beneficial ownership of shares of JIH’s Class A common stocks pursuant to a result ofvalidly exercised redemption right with respect to any such shares of JIH’s Class A common stock, or arising out of, any negotiations, contracts or agreements except to the extent that the Investor has otherwise agreed with the Company or its representatives and will JIH to not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates)exercise such redemption right. Subscriber The Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates JIH to induce the Company it to enter into in this Subscription Agreement, and Subscriber the Investor 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, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, 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 have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 (the “Prospectus”). The Subscriber hereby represents and warrants that it has read the CFII Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the CFII Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the CFII Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) 24 months after the closing of the IPO, IPO and is subject to further extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxestaxes and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination, in each case as set forth in the CFII Prospectus. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber hereby agrees on behalf of itself and its affiliates that, that notwithstanding anything to the contrary contained in this Subscription Agreement, neither Subscriber nor any of its affiliates do does not now or and shall not at any time hereafter have have, and waives any and all right, titletitle and interest, interest or claim any claims of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Shares, in or to any monies held in the Trust Account (or any distributions therefromtherefrom directly or indirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account (including any distributions therefrom), regardless of whether such claim arises or Public Distributions as a result of, in connection with or relating in any way toarising out of, this Subscription Agreement Agreement, the transactions contemplated hereby or any proposed or actual business relationship between the Company or its representativesShares, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its 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 the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable lawliability. To the extent the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to as a result of or arising out of any matter relating to of, this Subscription Agreement, the Company transactions contemplated hereby or its representativesthe Shares, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, the Subscriber hereby acknowledges and agrees that the Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not permit the Subscriber or its affiliates (or any person claiming on any of their behalves its behalf or in lieu of any of themit) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.. Notwithstanding anything else in this Section 8

Trust Account Waiver. Reference is made to the final prospectus of the CompanyAcquiror, dated as of December 12September 18, 2019 and filed with the SEC 2020 (File NosRegistration No. 333-235253 and 333-235484246328) on December 16, 2019 (the “Prospectus”). Subscriber The Stockholder hereby represents and warrants that it has read the Prospectus and understands that the Company Acquiror has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and ), including the sale of the overallotment shares acquired by its underwriters underwriters, and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyAcquiror’s public stockholders (including overallotment shares acquired by the CompanyAcquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company Acquiror may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares Acquiror Common Stock pursuant to the Offer in connection with the consummation of the CompanyAcquiror’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company Acquiror fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxesTaxes, or (d) to the Company Acquiror after or concurrently with the consummation of a Business Combination. For and in consideration of the Company Acquiror entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Stockholder hereby agrees agrees, in each case on behalf of itself and its affiliates Affiliates, that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber Stockholder nor any of its affiliates Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company Acquiror or its representativesofficers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”), on the one hand, and Subscriber the Stockholder or its representativesRepresentatives, 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 (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public . The Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates Affiliates hereby irrevocably waives any Released Claims that Subscriber the Stockholder or any of its affiliates 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 negotiations or agreements Contracts with the Company Acquiror or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with the Company Acquiror or its affiliatesAffiliates). Subscriber The Stockholder agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company Acquiror and its affiliates Affiliates to induce the Company Acquiror to enter into in this Subscription Agreement, and Subscriber the Stockholder further intends and understands such waiver to be valid, binding and enforceable against Subscriber the Stockholder and each of its affiliates Affiliates under applicable lawLaw. To the extent Subscriber Stockholder, or any of its affiliates Affiliates, commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company Acquiror or its representativesRepresentatives, which proceeding seeks, in whole or in part, monetary relief against the Company Acquiror or its representativesRepresentatives, Subscriber Stockholder, hereby acknowledges and agrees that Subscriber’s its and its affiliatesAffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber it or its affiliates Affiliates (or any person Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Stockholder or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acqiuror or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of Acquiror, whether in the form of money damages or injunctive relief, Acquiror and its Representatives, as applicable, shall be entitled to recover from the Stockholder and its Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File NosNo. 333-235253 and 333-235484224581) on December 16, 2019 (the “Prospectus”), and dated as of June 8, 2018. Subscriber The Company shall provide the undersigned with a copy of the Prospectus upon request and the undersigned hereby represents and warrants that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its the deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes, franchise or income taxes or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, Subscriber hereby agrees the undersigned, on behalf of itself and its affiliates controlling persons acting on its behalf, hereby agrees that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of (i) it and its affiliates controlling persons acting on its behalf do not now or and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies assets held in the Trust Account (including distributions directly or distributions therefromindirectly to public stockholders therefrom (“Public Distributions”)) arising from, as a result of or in connection with this Subscription Agreement, any ancillary documents entered in connection herewith, the transactions contemplated hereby or thereby, or any discussions in connection therewith, (ii) agrees that it shall not make any claim against the Trust Account (including any distributions therefrom)Public Distributions) arising from, regardless of whether such claim arises as a result of, of or in connection with or relating in any way to, this Subscription Agreement Agreement, any ancillary documents entered in connection herewith, the transactions contemplated hereby or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other handthereby, 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 (collectively, the “Released Claims”); provided, that the Released Claims (iii) it and its controlling persons acting on its behalf shall not include claims made solely in Subscriber’s make any claim against the Trust Account (or one of its affiliate’sincluding Public Distributions) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself for any Released Claims, (iv) it and its affiliates controlling persons acting on its behalf hereby irrevocably waives waive any Released Claims that Subscriber it or any of its affiliates controlling persons acting on its behalf may have against the Trust Account (including any distributions therefromPublic Distributions) now or in the future as a result offuture, or arising out of, any negotiations, contracts or agreements with the Company or (v) it and its representatives and controlling persons acting on its behalf will not seek recourse against the Trust Account (including any distributions therefromPublic Distributions) for any reason whatsoever (including for an alleged breach in respect of any agreement with the Company or its affiliates). Subscriber agrees Released Claims, and acknowledges that (vi) such irrevocable waiver set forth herein is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into in this Subscription Agreement, and Subscriber the undersigned further intends and understands such waiver to be valid, binding and enforceable under applicable law against Subscriber the undersigned and each of its affiliates under applicable lawcontrolling persons acting on its behalf. To For the extent Subscriber avoidance of doubt, the parties acknowledge that the undersigned and its controlling persons acting on its behalf are not releasing or waiving any rights that they may have as Public Stockholders to receive funds from the Trust Account in their capacity as Public Stockholders upon the redemption of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out their shares of any matter relating to the Company or its representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside liquidation of the Trust Account and that such claim Company, as described in the Prospectus. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 8 shall not permit Subscriber or its affiliates (survive the Closing or any person claiming on any termination of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinthis Subscription Agreement and last indefinitely.

Trust Account Waiver. Reference is made to The Company acknowledges that, as described in the final prospectus of the CompanyAcquiror, dated as of December November 12, 2019 2020 and filed with the SEC on November 13, 2020 (File Nos. No: 333-235253 249367) available at xxx.xxx.xxx, substantially all of Acquiror’s assets consist of the cash proceeds of the IPO and 333-235484private placements of its securities occurring simultaneously with the IPO, and substantially all of those proceeds (including overallotment securities acquired by Acquiror’s underwriters) on December 16, 2019 (the “Prospectus”). Subscriber represents and warrants that it has read the Prospectus and understands that the Company has established have been deposited in a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyAcquiror’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the underwriters of Acquiror) (“Public Stockholders”), . The Company understands and acknowledges that, except as otherwise described with respect to interest earned on the funds held in the Prospectus, the Company may disburse monies from the Trust Account only: that may be released to Acquiror to pay its Taxes (aand up to $100,000 in dissolution expenses), cash in the Trust Account may be disbursed only (i) to the Public Stockholders in the event they that elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Acquiror Common Stock if Acquiror completes a transaction which constitutes a Business Combination”) Combination or in connection with an extension of its the deadline to consummate a Business Combination, ; (bii) to the Public Stockholders if the Company Acquiror fails to consummate complete a Business Combination within twenty-four six (246) months after the closing of the IPO, subject IPO (as such date may be extended by Sponsor to extension up to 22 months and as may be further extended by amendment to the Company’s organizational documents, Acquiror Governing Documents with the consent of the Acquiror Stockholders); and (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes, or (diii) to the Company Acquiror after or concurrently with the consummation of a Business Combination. For and in consideration of the Company Acquiror entering into this Subscription Agreement, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, Subscriber hereby agrees the Company, on behalf of itself and its affiliates Affiliates, hereby agrees that, notwithstanding anything to the contrary contained in this Subscription Agreement, neither Subscriber it nor any of its affiliates Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way toto this Agreement, this Subscription Agreement or any proposed or actual business relationship between the Company Acquiror or its representativesRepresentatives, on the one hand, and Subscriber the Company or its representativesRepresentatives, 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 (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber The Company on behalf of itself and its affiliates Affiliates hereby irrevocably waives any Released Claims that Subscriber the Company or any of its affiliates 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 the Company Acquiror or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the whatsoever. The Company or its affiliates). Subscriber acknowledges and agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company Acquiror and its affiliates Affiliates to induce the Company Acquiror and Merger Sub to enter into this Subscription Agreement, and Subscriber the Company further intends and understands such waiver to be valid, binding and enforceable against Subscriber the Company and each of its affiliates Affiliates under applicable lawLaw. To the extent Subscriber that the Company or any of its affiliates Affiliates commences any action or proceeding Action based upon, in connection with, relating to or arising out of any matter relating to the Company Acquiror or its representativesRepresentatives, which proceeding Action seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company or its representatives, Subscriber hereby acknowledges and agrees that Subscriberthe Company’s and its affiliatesAffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber the Company or any of its affiliates Affiliates (or any person Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 10.1 will survive any termination of this Agreement for any reason and continue indefinitely. Notwithstanding the foregoing, (x) nothing herein shall prohibit the AEye Companies’ right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account (other than distributions therefrom directly or indirectly to the Public Stockholders), for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions) to Acquiror 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 obligations to effectuate the Acquiror Share Redemptions and (y) nothing herein shall serve to limit or prohibit any claims that the AEye Companies may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds, but excluding distributions from the Trust Account directly or indirectly to the Public Stockholders).

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 (the “Prospectus”). Subscriber hereby represents and warrants that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders shareholders (including overallotment shares acquired by the Company’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders Shareholders if the Company fails to consummate a Business Combination within twenty-four (24) 18 months after the closing of the IPO, which has since been extended to October 17, 2022 by an amendment to the Company’s organizational documents, and subject to further extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxestaxes and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its 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 the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). 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 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 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 representativesRepresentatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, 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 have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the Company and its Representatives, as applicable, shall be entitled to recover from Subscriber and its affiliates the associated legal fees and costs in connection with any such action in the event the Company or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding the foregoing, this Section 8 shall not affect any rights of Subscriber or its affiliates to receive distributions from the Trust Account in their capacities as Public Shareholders upon the redemption of their shares or the liquidation of the Company if it does not consummate a Business Combination prior to its deadline to do so. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 8 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 (the “Prospectus”). The Subscriber hereby represents and warrants that it has read the SPAC Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the SPAC Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) 24 months after the closing of the IPO, subject to extension IPO (as such date may be extended by amendment to the Company’s organizational documents), (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxestaxes and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber hereby agrees on behalf of itself and its affiliates that, that notwithstanding anything to the contrary contained in this Subscription Agreement, neither Subscriber nor any of its affiliates do does not now or and shall not at any time hereafter have have, and waives any and all right, titletitle and interest, interest or claim any claims of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, in or to any monies held in the Trust Account (or any distributions therefromtherefrom directly or indirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account (including any distributions therefrom), regardless of whether such claim arises or Public Distributions as a result of, in connection with or relating in any way toarising out of, this Subscription Agreement Agreement, the transactions contemplated hereby or any proposed or actual business relationship between the Company or its representativesSubscriber Shares, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its 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 the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable lawliability. To the extent the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to as a result of or arising out of any matter relating to of, this Subscription Agreement, the Company transactions contemplated hereby or its representativesthe Subscriber Shares, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, the Subscriber hereby acknowledges and agrees that the Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not permit the Subscriber or its affiliates (or any person claiming on any of their behalves its behalf or in lieu of any of themit) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 9 to the contrary, nothing herein shall (x) serve to limit or prohibit the Subscriber’s right to pursue a claim against Company for legal relief against assets held outside the Trust Account, (y) serve to limit or prohibit any claims that the Subscriber may have in the future against Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to the Company (excluding, for the avoidance of doubt, funds released to redeeming stockholders of the Company) and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock acquired by any means other than pursuant to this Subscription Agreement, including to any redemption right with respect to any such securities of the Company. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12March 3, 2019 2021 and filed with the SEC (File NosNo. 333-235253 and 333-235484253003) on December 16, 2019 (the “Prospectus”). Subscriber represents and warrants that it has read the Prospectus and The Investor understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders shareholders (including overallotment shares acquired by the Company’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their the Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders Shareholders if the Company fails to consummate a Business Combination within twenty-four twelve (2412) months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxes, taxes and up to $100,000 in dissolution expenses or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Investor hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber the Investor nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representativesRepresentatives, on the one hand, and Subscriber the Investor or its representativesRepresentatives, 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 (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber The Investor on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber the Investor or any of its 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 the Company or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with the Company or its affiliates). Subscriber The Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber the Investor further intends and understands such waiver to be valid, binding and enforceable against Subscriber the Investor and each of its affiliates under applicable law. To the extent Subscriber the Investor or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its representativesRepresentatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, Subscriber the Investor hereby acknowledges and agrees that Subscriberthe Investor’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber the Investor or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Investor or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the Company and its Representatives, as applicable, shall be entitled to recover from the Investor and its affiliates the associated legal fees and costs in connection with any such action, in the event the Company or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding the foregoing, this Section 10 shall not affect any rights of the Investor or its affiliates to receive distributions from the Trust Account in their capacities as Public Shareholders upon the redemption of their shares or the liquidation of the Investor if it does not consummate a Business Combination prior to its deadline to do so. For purposes of this Subscription Agreement, “representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 10 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. Reference is made to the final prospectus of the CompanyXxxxxx, dated as of December 12, 2019 and filed with the SEC (File NosRegistration No. 333-235253 and 333-235484263123) on December 16, 2019 (the “Prospectus”), dated April 6, 2022. Denali shall provide the Subscriber with a copy of the Prospectus upon request and the Subscriber hereby represents and warrants that it has read the Prospectus and understands that the Company Xxxxxx has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyXxxxxx’s public stockholders shareholders (including overallotment shares acquired by the CompanyXxxxxx’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the Prospectus, the Company Denali may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their Company Denali shares in connection with the consummation of the CompanyDenali’s initial business combination (as such term is terms are used in the Prospectus) (the “Business Combination”) or in connection with an extension of its the deadline to consummate a Business Combinationbusiness combination, (b) to the Public Stockholders if the Company Xxxxxx fails to consummate a Business Combination business combination within twenty-four twelve (2412) months after the closing of the IPO, subject or such later date if the deadline to extension by amendment to the Companyconsummate a business combination is extended in accordance with Denali’s organizational documentscharter, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes, franchise or income taxes or (d) to the Company Holdco after or concurrently with the consummation of a the Business Combination. For and in consideration of the Company Holdco entering into this Amended and Restated Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, Subscriber hereby agrees the Subscriber, on behalf of itself and its affiliates controlling persons acting on its behalf, hereby agrees that, notwithstanding anything to the contrary in this Amended and Restated Subscription Agreement, neither Subscriber nor any of (i) it and its affiliates controlling persons acting on its behalf do not now or and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies assets held in the Trust Account (including distributions directly or distributions therefromindirectly 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 Account (including any distributions therefrom)Public Distributions) arising from, regardless of whether 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 toconnection herewith, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other handBusiness 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 (collectively, the “Released Claims”); provided, that the Released Claims (iii) it and its controlling persons acting on its behalf shall not include claims made solely in Subscriber’s make any claim against the Trust Account (or one of its affiliate’sincluding Public Distributions) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself for any Released Claims, (iv) it and its affiliates controlling persons acting on its behalf hereby irrevocably waives waive any Released Claims that Subscriber it or any of its affiliates controlling persons acting on its behalf may have against the Trust Account (including any distributions therefromPublic Distributions) now or in the future as a result offuture, or arising out of, any negotiations, contracts or agreements with the Company or (v) it and its representatives and controlling persons acting on its behalf will not seek recourse against the Trust Account (including any distributions therefromPublic Distributions) for any reason whatsoever (including for an alleged breach in respect of any agreement with the Company or its affiliates). Subscriber agrees Released Claims, and acknowledges that (vi) such irrevocable waiver set forth herein is material to this Amended and Restated Subscription Agreement and specifically relied upon by the Company Denali, Holdco and its their respective affiliates to induce the Company Holdco to enter into in this Amended and Restated Subscription Agreement, and the Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law against the Subscriber and each of its affiliates under applicable law. To the extent Subscriber controlling persons acting on its behalf, except as may be limited or any of its affiliates commences any action otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or proceeding based upon, in connection with, other laws relating to or arising out affecting the rights of any matter relating to creditors generally, and (ii) principles of equity, whether considered at law or equity. For the Company or its representativesavoidance of doubt, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, parties acknowledge that the Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against controlling persons acting on its behalf are not releasing or waiving any rights that they may have as Public Shareholders to receive funds held outside of from the Trust Account and that such claim shall not permit Subscriber in their capacity as Public Shareholders upon the redemption of their shares of Holdco or its affiliates (the liquidation of Holdco, as described in the Prospectus or any person claiming on any of their behalves other right, title, interest or in lieu of any of them) claim to have any claim against the Trust Account (including by virtue of the Subscriber’s record or beneficial ownership of securities of Holdco acquired by any distributions therefrom) means other than pursuant to this Amended and Restated Subscription Agreement. Notwithstanding anything to the contrary contained in this Amended and Restated Subscription Agreement, the provisions of this Section 9 shall survive the Closing or any amounts contained thereintermination of this Amended and Restated Subscription Agreement and last indefinitely.

Trust Account Waiver. Reference is made to the SPAC’s final prospectus of the Company(File No. 333-268188), dated as of December 1219, 2019 2022 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 1620, 2019 2022 (the “Prospectus”). Subscriber represents The Company and warrants Merger Sub hereby represent and warrant that it has read the Prospectus and understands they understand that the Company SPAC has established a trust account (the “Trust Account”) containing the proceeds of its SPAC’s initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanySPAC’s public stockholders shareholders (including overallotment shares acquired by the Company’s underwriters, the “Public StockholdersShareholders”), ) and that, except as otherwise described in the Prospectus, the Company SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their Company shares SPAC Shares in connection with the consummation of the Company’s its initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension a shareholder vote to amend SPAC’s Governing Documents to modify the substance or timing of its deadline SPAC’s obligation to consummate provide holders of SPAC Shares the right to have their shares redeemed in connection with a Business CombinationCombination or to redeem 100% of the SPAC Shares if SPAC does not complete a Business Combination within the time period set forth in SPAC’s Governing Documents or with respect to any other provision relating to the rights of holders of SPAC Shares, (b) to the Public Stockholders Shareholders if the Company SPAC fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, subject to extension by amendment to the Companytime period set forth in SPAC’s organizational documentsGoverning Documents, and (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes, or (d) to the Company SPAC after or concurrently with the consummation of a Business Combination, in each case, subject to the Trust Agreement. For and in consideration of the Company SPAC entering into this Subscription Agreement, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Company hereby agrees on behalf of itself and its affiliates Affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, except for the funds released to SPAC as described in clause (c) above, neither Subscriber of the Company nor any of its affiliates Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefromAccount, or make any claim against the Trust Account (including any distributions therefrom)Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company SPAC or any of its representativesRepresentatives, on the one hand, and Subscriber the Company or any of its representativesRepresentatives, 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 (collectively, the “Released Claims”); provided. The Company, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates Affiliates hereby irrevocably waives any Released Claims that Subscriber the Company or any of its affiliates 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 the Company SPAC or its representatives Representatives and will not seek recourse against the Trust Account Account, except for the funds released to SPAC as described in clause (including any distributions therefromc) above, for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with the Company SPAC or its affiliatesAffiliates). Subscriber The Company agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates SPAC to induce the Company SPAC to enter into in this Subscription Agreement, and Subscriber the Company further intends and understands such waiver to be valid, binding and enforceable against Subscriber such Party and each of its affiliates Affiliates under applicable lawLaw. To Notwithstanding anything herein to the extent Subscriber or any of contrary, (A) the Company and its affiliates commences Affiliates may commence any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company SPAC, Merger Sub or its representativestheir respective Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company SPAC, Merger Sub or its representativestheir respective Representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against assets or funds held outside of the Trust Account (including any funds released from the Trust Account and assets that are acquired with such funds); provided that such claim shall not permit Subscriber the Company or any of its affiliates Affiliates (or any person Person claiming on any of their behalves behaves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein, and (B) nothing herein shall limit or prohibit the Company or any of its Affiliates from pursuing a claim against SPAC or Merger Sub for specific performance or other equitable relief. This Section 8.18 shall survive termination of this Agreement for any reason.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12January 25, 2019 2021 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 Commission (the “Prospectus”). Subscriber The undersigned hereby represents and warrants that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares Class A Common Stock pursuant to the exercise of their redemption rights (as described in the Prospectus) in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to fund regulatory compliance costs and pay any taxes, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the undersigned hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall at any time hereafter have irrevocably waives any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or to make any claim against the Trust Account (including any distributions therefrom), regardless ) that arises out of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out ofin connection with this Subscription Agreement (the “Released Claims”) that the undersigned may have now or in the future, any negotiations, contracts or agreements with the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates)respect to such Released Claims. Subscriber The undersigned 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 in this Subscription Agreement, and Subscriber the undersigned further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates the undersigned under applicable law. To the extent Subscriber or any of its affiliates the undersigned commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, Subscriber the undersigned hereby acknowledges and agrees that Subscriber’s and its affiliates’ the undersigned sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber or its affiliates the undersigned (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 10 shall be deemed to limit undersigned’s right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any redemptions by undersigned in respect of Common Stock acquired by any means other than pursuant to this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Subscription Agreement.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 (the “Prospectus”). Subscriber The Company hereby represents and warrants that it has read the Prospectus final prospectus of Acquiror, dated as of and filed with the SEC (File No. 333-263717) on April 12, 2022 (the “Prospectus”) available at wxx.xxx.xxx, and understands that the Company Acquiror has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyAcquiror’s public stockholders shareholders (including the public shareholders of the overallotment shares acquired by the CompanyAcquiror’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the Prospectus, the Company Acquiror may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect Shareholders with respect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business CombinationAcquiror Share Redemptions, (b) to the Public Stockholders Shareholders if the Company Acquiror fails to consummate a Business Combination within twenty-four fifteen (2415) months after the closing of the IPO, subject to extension by an amendment to the CompanyAcquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxes, taxes and up to $100,000 in dissolution expenses or (d) to the Company Acquiror after or concurrently with the consummation of a Business Combination. For and in consideration of the The Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees on behalf of itself and its affiliates Affiliates that, notwithstanding anything to the contrary in this Subscription AgreementAgreement (other than in Section 7.1), neither Subscriber the Company nor any of its affiliates Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such ) in connection with any claim that arises as a result of, in connection with with, or relating in any way to, to this Subscription Agreement or any proposed or actual business relationship between the Company or its representativesother Transaction Document, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”); provided. The Company, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates Affiliates, hereby irrevocably waives any Released Claims that Subscriber the Company or any of its affiliates 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 the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for in connection with any reason whatsoever Released Claims (including for an alleged breach of this Agreement or any agreement with the Company or its affiliatesother Transaction Document). Subscriber The Company agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company Acquiror and its affiliates Affiliates to induce the Company Acquiror to enter into this Subscription Agreementthe Transaction Documents, and Subscriber the Company further intends and understands such waiver to be valid, binding and enforceable against Subscriber the Company and each of its affiliates Affiliates under applicable lawLaw. To the extent Subscriber the Company or any of its affiliates Affiliates commences any action or proceeding based upon, in connection with, with or relating to or arising out of any matter relating to the Company or its representativesReleased Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company or its representatives, Subscriber hereby acknowledges and agrees that Subscriberthe Company’s and each of its affiliatesAffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber the Company or any of its affiliates Affiliates (or any person claiming on behalf of any of their behalves them or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Company or any of its Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceeding.

Trust Account Waiver. (a) . Reference is made to the final prospectus of the CompanySPAC, dated as of December 12March 22, 2019 2021 and filed with the SEC (File NosNo. 333-235253 and 333-235484252602) on December 16March 25, 2019 2021 (the “SPAC Prospectus”). Subscriber represents and warrants that it has read Each of the Prospectus Company Parties acknowledges, agrees and understands that the Company SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares securities acquired by its underwriters and from certain private placements occurring simultaneously in connection with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanySPAC’s public stockholders (including overallotment shares acquired by the CompanySPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the SPAC Prospectus, the Company SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares SPAC Public Shares in connection with the consummation of the CompanySPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company SPAC fails to consummate a Business Combination within twenty-twenty four (24) months after the closing of the IPO, subject to extension by amendment to the CompanySPAC’s organizational documentsGoverning Documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay transaction expenses, up to $100,000 in dissolution expenses and for any income or other taxes, or (d) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Company hereby agrees on behalf of itself itself, its shareholders, and its affiliates Affiliates that, notwithstanding anything to none of the contrary in this Subscription AgreementCompany, neither Subscriber its shareholders nor any of its affiliates do Affiliates does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies assets in the Trust Account or distributions therefrom, or make any claim or seek recourse against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or the Ancillary Documents or any proposed or actual business relationship between the Company SPAC or any of its representativesRepresentatives, on the one hand, and Subscriber the Company or any of its representativesRepresentatives 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 Liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber Each Company Party on behalf of itself itself, its shareholders and its affiliates Affiliates hereby irrevocably waives any Released Claims that Subscriber it or any of its affiliates 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 the Company SPAC or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company SPAC or its affiliatesAffiliates). Subscriber The Company agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates SPAC to induce the Company it to enter into this Subscription Agreement, and Subscriber the Company further intends and understands such waiver to be valid, binding and enforceable against Subscriber the Company, its shareholders and each of its affiliates Affiliates under applicable lawLaw. To This Section 8.17 shall survive the extent Subscriber or termination of this Agreement for any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, 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 have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File NosNo. 333-235253 and 333-235484216076) on December 16, 2019 (the “Prospectus”), and dated as of March 9, 2017. Subscriber represents and warrants Investor hereby acknowledges that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”) and certain other parties (including the underwriters of the IPO), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination), (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) 24 months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes, if any, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, Subscriber Investor hereby agrees on behalf of itself and its affiliates Representatives that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of it and its affiliates Representatives do not now or and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or and shall not make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, to this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided. Investor, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates Representatives, hereby irrevocably waives any Released Claims that Subscriber Investor or any of its affiliates Representatives may have against the Trust Account now (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates). Subscriber Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into in this Subscription Agreement, and Subscriber Investor further intends and understands such waiver to be valid, binding and enforceable against Subscriber Investor and each of its affiliates Representatives under applicable law. To the extent Subscriber Investor or any of its affiliates Representatives commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its representativesRepresentatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, Subscriber Investor hereby acknowledges and agrees that SubscriberInvestor’s and its affiliatesRepresentatives’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber Investor or its affiliates Representatives (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event Investor or any of its Representatives commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of monetary damages or injunctive relief, the Company and its Representatives, as applicable, shall be entitled to recover from Investor the associated legal fees and costs in connection with any such action, in the event the Company or its Representatives, as applicable, prevails in such action or proceeding. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Reference is made to The Subscriber hereby represents and warrants that it has read the final prospectus of the Company, dated as of December 12October 17, 2019 and filed with the SEC (File NosNo. 333-235253 and 333-235484234049) on December 16October 21, 2019 (the “Prospectus”). Subscriber represents and warrants that it has read the Prospectus and Prospectus”),and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders Public Shareholders (including overallotment shares acquired by the Company’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders Shareholders if the Company fails to consummate a Business Combination within twenty-four 21 months (24or up to 24 months if a definitive agreement with respect to a Business Combination has been executed within 21 months) months after the closing of the IPO, and is subject to further extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxestaxes and up to $50,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither the Subscriber nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representativesRepresentatives, on the one hand, and the Subscriber or its representativesRepresentatives, 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 (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. The Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Subscriber or any of its 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 the Company or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into in this Subscription Agreement, and the Subscriber further intends and understands such waiver to be valid, binding and enforceable against the Subscriber and each of its affiliates under applicable law. To the extent the Subscriber 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 representativesRepresentatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, the Subscriber hereby acknowledges and agrees that the Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the Company and its Representatives, as applicable, shall be entitled to recover from the Subscriber and its affiliates the associated legal fees and costs in connection with any such action in the event the Company or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding the foregoing, this Section 8 shall not affect any rights of the Subscriber or its affiliates to receive distributions from the Trust Account in their capacities as Public Shareholders upon the redemption of their shares or the liquidation of the Company if it does not consummate a Business Combination prior to its deadline to do so. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 8 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 1217, 2019 2020 and filed with the SEC U.S. Securities and Exchange Commission (“SEC”) (File NosNo. 333-235253 251062 and 333-235484251447) on December 1621, 2019 2020 (the “Prospectus”). Subscriber represents and warrants that it has read reviewed the Prospectus and understands acknowledges that the Company Issuer has established a the trust account described in the Prospectus (the “Trust Account”) containing for the proceeds benefit of its the public stockholders (the “Public Stockholders”) and the underwriters (“Underwriters”) of the Issuer’s initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise for certain exceptions described in the Prospectus, the Company Issuer may disburse monies from the Trust Account trust account only: (ai) to the Public Stockholders in the event they elect of the redemption of their shares or the liquidation of the Issuer; (ii) to redeem their Company shares in connection with the Issuer and the Underwriters after the consummation of the Company’s initial a business combination (combination, as such term is used described in the Prospectus) Prospectus (the a “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination), (biii) to the Public Stockholders if in the Company fails to event the Issuer does not consummate a Business Combination within twenty-four (24) months after the closing of the IPOinitial public offering, subject to extension by amendment to the Company’s organizational documents, or (civ) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay any taxes, or (d) taxes and up to the Company after or concurrently with the consummation of a Business Combination$100,000 in dissolution expenses. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall at any time hereafter that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, “Claim”) and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates Claim 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 the Company Issuer or its representatives and will not seek recourse makes any Claim against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates)whatsoever. Subscriber agrees and acknowledges that such irrevocable waiver is material to this Convertible Note Subscription Agreement and specifically relied upon by the Company Issuer and its affiliates representatives to induce the Company Issuer to enter into this Convertible Note Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates representatives 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 Issuer or its representatives, which proceeding seeks, in whole or in part, monetary relief against the Company Issuer or its representatives, Subscriber hereby acknowledges and agrees that Subscriber’s its and its representatives and affiliates’ sole remedy shall shall, except as may be set forth in any definitive agreement, be against funds held outside of the Trust Account and that such claim Claim shall not permit Subscriber Subscriber, 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 (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Reference is made to the final prospectus of the CompanyHYAC, dated as of December 12, 2019 and filed with the SEC (File NosNo. 333-235253 and 333-235484220733) on December 16October 25, 2019 2017 and dated as of October 24, 2017 (the “Prospectus”). Subscriber represents Sellers, the Holding Companies, and warrants the Group Companies understand that it has read the Prospectus and understands that the Company HYAC has established a trust account (the “Trust Account”) containing the Table of Contents proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyHYAC’s public stockholders (including overallotment shares acquired by the CompanyHYAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company HYAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company HYAC shares in connection with the consummation of the CompanyHYAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company HYAC fails to consummate a Business Combination within twenty-twenty four (24) months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay for any franchise and income taxes, or (d) to the Company HYAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company HYAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber each Seller hereby agrees on behalf of itself and its affiliates Affiliates (including the Holding Companies and the Group Companies) that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber Sellers nor any of its affiliates their Affiliates (including the Holding Companies and the Group Companies) do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company HYAC or its representativesRepresentatives, on the one hand, and Subscriber the Sellers, the Holding Companies, the Group Companies or its representativestheir respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber Each Seller on behalf of itself and its affiliates Affiliates (including the Holding Companies and the Group Companies) hereby irrevocably waives any Released Claims that Subscriber or any of such Seller and its affiliates 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 the Company HYAC or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company HYAC or its affiliatesAffiliates). Subscriber Each Seller agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company HYAC and its affiliates Affiliates to induce the Company HYAC to enter into in this Subscription Agreement, and Subscriber such Seller further intends and understands such waiver to be valid, binding and enforceable against Subscriber such Seller and each of its affiliates Affiliates (including the Holding Companies and the Group Companies) under applicable lawLaw. To the extent Subscriber any Seller or any of its affiliates Affiliates (including any Group Company or Holding Company) commences any action or proceeding Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company HYAC or its representativesRepresentatives, which proceeding Proceeding seeks, in whole or in part, monetary relief against the Company HYAC or its representativesRepresentatives, Subscriber each Seller hereby acknowledges and agrees that Subscriber’s the Sellers’ and its affiliates’ their Affiliates (including the Holding Companies and the Group Companies) sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber the Group Companies or its affiliates their Affiliates (or any person Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. For the avoidance of doubt, nothing herein shall serve to limit or prohibit the Sellers or its Affiliates to pursue a claim against HYAC or its Affiliates for legal relief against assets held outside the Table of Contents Trust Account, for specific performance or other equitable relief, and nothing herein shall serve to limit or prohibit any claims that Sellers or its Affiliates may have in the future against HYAC’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).

Trust Account Waiver. Reference The Investor acknowledges that JIH is made a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving JIH and one or more businesses or assets. The Investor further acknowledges that, as described in the final prospectus of JIH, filed with the CompanySecurities and Exchange Commission (File No. 333-234264), and dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16November 7, 2019 (the “Prospectus”). Subscriber represents and warrants that it has read the Prospectus and understands that the Company , available at xxx.xxx.xxx, JIH has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously (with the IPO (including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $345,000,000 for the benefit of the CompanyJIH’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), ) and that, except as otherwise described in certain parties (including the Prospectus, underwriters of the Company IPO) and that JIH may disburse monies from the Trust Account Fund only: (ai) to the Public Stockholders in the event they elect to redeem their Company the shares of Class A common stock of JIH in connection with the consummation of the CompanyJIH’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination), (bii) to the Public Stockholders if the Company JIH fails to consummate a Business Combination within twenty-four (24) 24 months after from the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (ciii) with respect to any interest earned on the amounts held in the Trust Account, as Fund necessary to pay any for franchise and income taxes, or (div) to the Company JIH after or concurrently with the consummation of a Business Combination. For and in consideration of the Company JIH entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Investor hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall at any time hereafter have irrevocably waives any right, title, interest or claim of any kind in or to any monies in the Trust Account Fund or distributions therefrom, or make any claim against, the Trust Fund, with respect to, and will not seek recourse against the Trust Account Fund (including any distributions therefrom)) for, regardless claims arising out of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representativesAgreement, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability liability; provided that nothing in this Section 10 (collectivelyx) shall serve to limit or prohibit the Investor’s right to pursue a claim against JIH for legal relief against assets held outside the Trust Fund, the “Released Claims”); providedfor specific performance or other equitable relief, (y) shall serve to limit or prohibit any claims that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates Investor may have in the future against JIH’s assets or funds that are not held in the Trust Account Fund (including any distributions therefromfunds that have been released from the Trust Fund and any assets that have been purchased or acquired with any such funds) now or (z) shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the future as Trust Fund by virtue of its record or beneficial ownership of shares of JIH’s Class A common stocks pursuant to a result ofvalidly exercised redemption right with respect to any such shares of JIH’s Class A common stock, or arising out of, any negotiations, contracts or agreements except to the extent that the Investor has otherwise agreed with the Company or its representatives and will JIH to not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates)exercise such redemption right. Subscriber The Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates JIH to induce the Company it to enter into in this Subscription Agreement, and Subscriber the Investor 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, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, 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 have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Reference is made to the Company’s final prospectus of the Companyprospectus, dated as of December 12November 19, 2019 2020 and filed with the SEC U.S. Securities and Exchange Commission (File NosNo. 333-235253 and 333-235484249686) on December 16November 23, 2019 2020 (the “Prospectus”). Subscriber represents and warrants that it has read the Prospectus and understands hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders and certain other parties (including overallotment shares acquired by the Company’s underwriters, underwriters of the “Public Stockholders”IPO), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders Company’s public stockholders in the event they elect to redeem their shares in the Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business CombinationTransaction, (b) to the Public Stockholders Company’s public stockholders if the Company fails to consummate a Business Combination the Transaction within twenty-four eighteen (2418) months after the closing of the IPO, subject to extension by an amendment to the Company’s its organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxes, taxes up to $100,000 in dissolution expenses or (d) to the Company after or concurrently with the consummation of a Business Combinationthe Transaction. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, Subscriber hereby agrees (on its own behalf and on behalf of itself its representatives) that Subscriber does not now and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies held in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises in each case, arising as a result of, in connection with or relating in any way to, to this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other hand, or any other matterAgreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided. Subscriber, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates controlled or controlling representatives, hereby irrevocably waives any Released Claims that Subscriber Claims, including any and all right, title, interest or claim of any of its affiliates kind it has or may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement, in or to any negotiationsmonies held in the Trust Account, contracts or agreements with the Company or its representatives and will agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company as a result of, or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into arising out of, this Subscription Agreement, and Subscriber further intends and understands regardless of whether such waiver to be validclaim arises based on contract, binding and enforceable against Subscriber and each tort, equity or any other theory of its affiliates under applicable lawlegal liability. 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 representativesthis Subscription Agreement, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesCompany, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds and other assets held outside of the Trust Account and that such claim shall not permit Subscriber or its affiliates (or any person claiming on any of its or their behalves behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event Subscriber commences any action or proceeding in connection with, relating to or arising out of this Subscription Agreement, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Company’s public stockholders, whether in the form of money damages or injunctive relief the Company shall be entitled to recover from Subscriber the associated legal fees and costs in connection with any such action, in the event the Company prevails in such action or proceeding. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to limit or prohibit Subscriber’s right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Common Stock of the Company acquired by any means other than pursuant to this Subscription Agreement, or shall 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, for specific performance or other equitable relief, or shall 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).

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 (the “Prospectus”). The Subscriber hereby represents and warrants that it has had the opportunity to read the SPAC Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the SPAC Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) 6 months after the closing of the IPO, IPO (as such date may be extended by the Company’s sponsor to up to 22 months) and is subject to further extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxestaxes and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber hereby agrees on behalf of itself and its affiliates that, that notwithstanding anything to the contrary contained in this Subscription Agreement, neither Subscriber nor any of its affiliates do does not now or and shall not at any time hereafter have have, and waives any and all right, titletitle and interest, interest or claim any claims of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Shares, in or to any monies held in the Trust Account (or any distributions therefromtherefrom directly or indirectly to Public Stockholders (“Public Distributions”), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account (including any distributions therefrom), regardless of whether such claim arises or Public Distributions as a result of, in connection with or relating in any way toarising out of, this Subscription Agreement Agreement, the transactions contemplated hereby or any proposed or actual business relationship between the Company or its representativesShares, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its 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 the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable lawliability. To the extent the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to as a result of or arising out of any matter relating to of, this Subscription Agreement, the Company transactions contemplated hereby or its representativesthe Shares, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, the Subscriber hereby acknowledges and agrees that the Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not permit the Subscriber or its affiliates (or any person claiming on any of their behalves its behalf or in lieu of any of themit) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 9 to the contrary, nothing herein shall be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Company. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Reference is made to the final prospectus of the CompanyRotor, dated as of December 12, 2019 and filed with the SEC Securities and Exchange Commission (File NosNo. 333-235253 and 333-235484251521) on December 16, 2019 (the “Prospectus”), and dated as of January 14, 2021. Subscriber The Company represents and warrants that it has read the Prospectus and understands that the Company Rotor has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including collectively, with interest accrued from time to time thereon, the “Trust Account”) initially in an approximate amount of $276 million for the benefit of the CompanyRotor’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), ) and certain parties (including the underwriters of the IPO) and that, except as otherwise described with respect to interest earned on the funds held in the ProspectusTrust Account that may be released to Rotor to pay its taxes, the Company if any, Rotor may disburse monies from the Trust Account only: (ai) to the Public Stockholders in the event they elect to redeem their Company shares Rotor Class A Shares in connection with the consummation of the CompanyRotor’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension amendment to Rotor’s certificate of its deadline to consummate a Business Combinationincorporation, (bii) to the Public Stockholders if the Company Rotor fails to consummate a Business Combination within twenty-four eighteen (2418) months after from the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes, or (diii) to the Company Rotor after or concurrently with the consummation of a Business Combination. For and in consideration of the Company Rotor entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Company hereby agrees on behalf of itself that it does not now and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account (or distributions therefromtherefrom other than distributions to Rotor), or make any claim against against, the Trust Account (including any distributions therefrom)Account, regardless with respect to claims arising out of whether such claim arises as a result ofthis Agreement, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to as the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates The Company hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates it may have against the Trust Account (including any distributions therefromtherefrom other than distributions to Rotor) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company or its representatives this Agreement and will not seek recourse against the Trust Account (including any distributions therefromtherefrom other than distributions to Rotor) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or Claims arising out of any matter relating to this Agreement or the transactions contemplated hereby; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against Rotor (or its representatives, which proceeding seeks, in whole any successor entity) or in part, monetary any other person for legal relief against the Company monies or its representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds other assets of Rotor (or any successor entity) held outside of the Trust Account and that such claim shall not permit Subscriber or its affiliates (for specific performance or any person claiming on any of their behalves or other equitable relief in lieu of any of them) connection with this Agreement to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinextent permitted hereunder.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484a) on December 16, 2019 (the “Prospectus”). Subscriber represents and warrants that it has read the Prospectus and The Company understands that the Company Parent has established a trust account (the “Trust Account”) Account containing the proceeds of its initial public offering (the “IPO”) IPO and the overallotment shares acquired by its underwriters and from certain private placements occurring substantially simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyParent’s public stockholders (including overallotment shares acquired by the CompanyParent’s underwriters, ) (the “Public Stockholders”), and that, except as otherwise described in the ProspectusIPO Prospectus or as set forth in the Trust Agreement, the Company Parent may disburse monies from the Trust Account only: (ai) to the Public Stockholders in the event they elect to redeem redeem, convert or sell their Company shares in connection with the consummation of the CompanyParent’s initial business combination (as such term is used in the IPO Prospectus) (the a “Business Combination”) or in connection with an extension of its the deadline to consummate a Business Combination, ; (bii) to the Public Stockholders if the Company Parent fails to consummate a Business Combination within twenty-four on or prior to April 30, 2021; (24) months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (ciii) with respect to any interest earned on the amounts held in the Trust Account, as to Parent, amounts necessary to pay for any franchise and income taxes, ; (iv) to acquire a target business in connection with the Business Combination and to pay expenses relating thereto (including a fee payable to EarlyBirdCapital upon consummation of the Business Combination); (v) to repay any operating expenses or finders’ fees incurred prior to the consummation of the Business Combination (to the extent that funds outside of the Trust Account are insufficient to cover such expenses); or (dvi) to the Company Parent after or concurrently with the consummation of a Business Combination. . (b) For and in consideration of the Company Parent entering into this Subscription AgreementAgreement and discussions with the Company regarding the Transactions, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Company hereby agrees on behalf of itself and its affiliates Affiliates that, : (i) notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber the Company nor any of its affiliates Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or and shall not make any claim against the Trust Account (including any distributions therefrom), in each case, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or the Transactions or any proposed or actual business relationship between the Company Parent or its representativesRepresentatives, on the one hand, and Subscriber the Company or its representativesRepresentatives, on the other hand, or any other agreement or matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims against the Trust Account are collectively referred to hereafter as the “Released Claims”); provided, that ; (ii) the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber Company on behalf of itself and its affiliates Affiliates hereby irrevocably waives any Released Claims that Subscriber the Company or any of its affiliates 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 the Company Parent or its representatives Representatives, including this Agreement or the Transactions, or any other agreement or matter, and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever in connection therewith or in respect thereof (including for an alleged breach of this Agreement or any other agreement with the Company Parent or its affiliatesAffiliates). Subscriber agrees and acknowledges that such ; (iii) the irrevocable waiver set forth in the immediately preceding clause (ii) is material to this Subscription Agreement and specifically relied upon by the Company Parent and its affiliates Affiliates to induce the Company Parent to enter into in this Subscription Agreement, and Subscriber the Company further intends and understands such waiver to be valid, binding and enforceable against Subscriber the Company and each of its affiliates Affiliates under applicable law. To Law; and (iv) to the extent Subscriber the Company or any of its affiliates Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company Parent or its representativesRepresentatives, including this Agreement or the Transactions, which proceeding seeks, in whole or in part, monetary relief against Parent or its Representatives, the Company or its representatives, Subscriber hereby acknowledges and agrees that Subscriberthe Company’s and its affiliatesAffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber the Company or its affiliates Affiliates (or any person Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. (c) Notwithstanding the foregoing, nothing in this Section 9.2 shall waive, limit, amend, alter, change, supersede or otherwise modify the right of the Company or any of its Affiliates to (i) bring any action or actions for specific performance or injunctive and/or equitable relief (including the right of the Company to compel specific performance by Parent and/or Merger Sub of their respective obligations under this Agreement), (ii) bring or seek a claim for damages against Parent and/or Merger Sub, or any of their respective successors or assigns, for any breach of this Agreement against monies or other assets held outside the Trust Account (other than distributions therefrom to the Public Stockholders as described in clauses (i) and (ii) of Section 9.2(a)), or (iii) bring or seek a claim that the Company or its Affiliates 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 and any assets that have been purchased or acquired with any such funds), but excluding distributions therefrom to the Public Stockholders as described in clauses (i) and (ii) of Section 9.2(a). In the event the Company commences any action or proceeding against or involving the Trust Account in violation of this Section 9.2, Parent shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event Parent prevails in such action or proceeding.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and Company filed with the SEC (File NosNo. 333-235253 and 333-235484) on December 16226001), 2019 dated as of July 24, 2018 (the “Prospectus”). The Subscriber hereby represents and warrants that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders shareholders (including overallotment shares acquired by the Company’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders Shareholders if the Company fails to consummate a Business Combination within twelve (12) months (or, if extended, up to twenty-four one (2421) months months) after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxes, taxes or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither the Subscriber nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representativesRepresentatives, on the one hand, and the Subscriber or its representativesRepresentatives, 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 (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. The Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Subscriber or any of its 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 the Company or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into in this Subscription Agreement, and the Subscriber further intends and understands such waiver to be valid, binding and enforceable against the Subscriber and each of its affiliates under applicable law. To the extent the Subscriber 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 representativesRepresentatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, the Subscriber hereby acknowledges and agrees that the Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the Company and its Representatives, as applicable, shall be entitled to recover from the Subscriber and its affiliates the associated legal fees and costs in connection with any such action in the event the Company or its Representatives, as applicable, prevails in such action or proceeding. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 9 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. a. Reference is made to the final prospectus of the CompanyThunder Bridge II, dated as of December 12August 8, 2019 (File No. 333-232688), and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16August 9, 2019 (the “Prospectus”). Subscriber represents and warrants that it has read the Prospectus and The Company understands that the Company Thunder Bridge II has established a trust account (the “Trust Account”) Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyThunder Bridge II’s public stockholders (including overallotment shares acquired by the CompanyThunder Bridge II’s underwriters, ) (the “Public Stockholders”), and that, except as otherwise described in the ProspectusProspectus or as set forth in the Trust Agreement, the Company Thunder Bridge II may disburse monies from the Trust Account only: (ai) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the CompanyThunder Bridge II’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its the deadline to consummate a Business Combination, (bii) to the Public Stockholders if the Company Thunder Bridge II fails to consummate a Business Combination within twenty-four (24) 18 months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (ciii) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxes, franchise or income taxes and up to $100,000 in liquidation expenses or (div) to the Company Thunder Bridge II after or concurrently with the consummation of a Business Combination. . b. For and in consideration of the Company Thunder Bridge II entering into this Subscription AgreementAgreement and discussions with the Company regarding the Transactions, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Company hereby agrees on behalf of itself and its affiliates Affiliates that, : (i) notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber the Company nor any of its affiliates Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or and shall not make any claim against the Trust Account (including any distributions therefrom), in each case, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or the Transactions or any proposed or actual business relationship between the Company Thunder Bridge II or its representativesRepresentatives, on the one hand, and Subscriber the Company or its representativesRepresentatives, 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 (collectively, any and all such claims against the Trust Account are collectively referred to hereafter as the “Released Claims”); provided, that ; (ii) the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber Company on behalf of itself and its affiliates Affiliates hereby irrevocably waives any Released Claims that Subscriber the Company or any of its affiliates 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 the Company Thunder Bridge II or its representatives Representatives, including this Agreement or the Transactions, and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever in connection therewith (including for an alleged breach of this Agreement or any other agreement with the Company Thunder Bridge II or its affiliatesAffiliates). Subscriber agrees and acknowledges that such ; (iii) the irrevocable waiver set forth in the immediately preceding clause (ii) is material to this Subscription Agreement and specifically relied upon by the Company Thunder Bridge II and its affiliates Affiliates to induce the Company Thunder Bridge II to enter into in this Subscription Agreement, and Subscriber the Company further intends and understands such waiver to be valid, binding and enforceable against Subscriber the Company and each of its affiliates Affiliates under applicable law. To Law; and (iv) to the extent Subscriber the Company or any of its affiliates Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company Thunder Bridge II or its representativesRepresentatives, including this Agreement or the Transactions, which proceeding seeks, in whole or in part, monetary relief against Thunder Bridge II or Representatives, the Company or its representatives, Subscriber hereby acknowledges and agrees that Subscriberthe Company’s and its affiliatesAffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber the Company or its affiliates Affiliates (or any person Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. c. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, nothing in this Section 9.2 or the Confidentiality Agreement shall waive, limit, amend, alter, change, supersede or otherwise modify the right of the Company or any of its Affiliates to (i) bring any action or actions for specific performance, injunctive and/or equitable relief (including, without limitation, the right of the Company to compel specific performance by Thunder Bridge II and/or Merger Subs of their respective obligations under this Agreement), (ii) bring or seek a claim for damages against Thunder Bridge II and/or Merger Subs, or any of their respective successors or assigns, for any breach of this Agreement against monies or other assets held outside the Trust Account (other than distributions therefrom to Public Stockholders as described in clauses (i) and (ii) of Section 9.2(a)), (iii) bring or seek a claim that the Company or its Affiliates may have in the future against Thunder Bridge II’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), but excluding distributions therefrom to Public Stockholders as described in clauses (i) and (ii) of Section 9.2(a), or (iv) bring or seek a claim against any other Person (or any Affiliate thereof) that is party to an alternative Business Combination consummated by Thunder Bridge II. Furthermore, Thunder Bridge II shall not execute any definitive agreement related to such alternative Business Combination that (A) attempts to prevent the Company or any Affiliate thereof from so bringing or seeking any such claim, or (B) permits the entity that survives such alternative Business Combination to not assume Thunder Bridge II’s obligation for damages in connection with this Agreement and the Transactions.

Trust Account Waiver. Reference is made to the final prospectus of the CompanySPAC, dated as of December 12, 2019 and filed with the SEC (File NosNo. 333-235253 and 333-235484248214) on December 16September 14, 2019 2020 (the “SPAC Prospectus”). Subscriber represents and warrants that it has read Each of the Prospectus Company Parties acknowledges, agrees and understands that the Company SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanySPAC’s public stockholders (including overallotment shares acquired by the CompanySPAC’s underwriters, the “"Public Stockholders”"), and that, except as otherwise described in the SPAC Prospectus, the Company SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares SPAC Shares in connection with the consummation of the CompanySPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company SPAC fails to consummate a Business Combination within twenty-four eighteen (2418) months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay for any franchise and income taxes, or (d) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Company hereby agrees on behalf of itself itself, its shareholders, and its affiliates Affiliates that, notwithstanding anything to none of the contrary in this Subscription AgreementCompany, neither Subscriber its shareholders nor any of its affiliates do Affiliates does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company SPAC or any of its representativesRepresentatives, on the one hand, and Subscriber the Company or any of its representativesRepresentatives 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 (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber Each Company Party on behalf of itself itself, its shareholders and its affiliates Affiliates hereby irrevocably waives any Released Claims that Subscriber it or any of its affiliates 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 the Company SPAC or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company SPAC or its affiliatesAffiliates). 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, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, 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 have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File NosNo. 333-235253 and 333-235484216076) on December 16, 2019 (the “Prospectus”), and dated as of March 9, 2017. Subscriber represents and warrants Crestview hereby acknowledges that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”) and certain other parties (including the underwriters of the IPO), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination), (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) 24 months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes, if any, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, Subscriber Crestview hereby agrees on behalf of itself and its affiliates Representatives and Affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of it and its affiliates Representatives and Affiliates do not now or and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies held in the Trust Account or distributions therefromAccount, or and shall not make any claim against the Trust Account (including any distributions therefrom)Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to, to this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided. Crestview, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates Representatives and Affiliates, hereby irrevocably waives any Released Claims that Subscriber Crestview or any of its affiliates 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 the Company or its representatives Representatives or Affiliates and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliatesAffiliates). Subscriber Crestview agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates Affiliates to induce the Company to enter into in this Subscription Agreement, and Subscriber Crestview further intends and understands such waiver to be valid, binding and enforceable against Subscriber Crestview and each of its affiliates Representatives and Affiliates under applicable law. To the extent Subscriber Crestview or any of its affiliates Representatives or 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 representativesRepresentatives or Affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives or Affiliates, Subscriber Crestview hereby acknowledges and agrees that SubscriberCrestview’s and its affiliatesRepresentatives’ and Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber Crestview or its affiliates Representatives of Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Reference is made to Each Purchaser, severally and not jointly with the other Purchasers, hereby represents and warrants that they have reviewed the final prospectus of the Company, dated as of December 12July 16, 2019 2021 and filed with the SEC Commission (File NosNo. 333-235253 and 333-235484) on December July 16, 2019 2021) (the “SPAC Prospectus”). Subscriber represents and warrants that it has read the Prospectus ) and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the SPAC Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) 24 months after the closing of the IPO, IPO and is subject to further extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxestaxes and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber such Purchaser hereby agrees on behalf of itself and its affiliates that, that notwithstanding anything to the contrary contained in this Subscription Agreement, neither Subscriber nor any of its affiliates do such Purchaser does not now or and shall not at any time hereafter have have, and waives any and all right, titletitle and interest, interest or claim any claims of any kind it has or may have in the future as a result of, or arising out of, this Agreement, the transactions contemplated hereby or the Shares, in or to any monies held in the Trust Account (or any distributions therefromtherefrom directly or indirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account (including any distributions therefrom), regardless of whether such claim arises or Public Distributions as a result of, in connection with or relating in any way toarising out of, this Subscription Agreement Agreement, the transactions contemplated hereby or any proposed or actual business relationship between the Company or its representativesShares, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its 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 the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable lawliability. To the extent Subscriber or any of its affiliates such Purchaser commences any action or proceeding based upon, in connection with, relating to as a result of or arising out of, this Agreement, the transactions contemplated hereby or the sale of any matter relating to the Company or its representativesSecurities, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, Subscriber such Purchaser hereby acknowledges and agrees that Subscribersuch Purchaser’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not permit Subscriber or its affiliates such Purchaser (or any person claiming on any of their behalves its behalf or in lieu of any of themit) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 4.20 to the contrary, nothing herein shall be deemed to limit such Purchaser’s right, title, interest or claim to the Trust Account by virtue of such Purchaser’s record or beneficial ownership of Common Stock acquired by any means other than pursuant to this Agreement, including but not limited to any redemption right with respect to any such securities of the Company. For purposes of this Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Reference is made to the final prospectus of the CompanySPAC, dated as of December 12, 2019 and filed with the SEC (File NosNo. 333001-235253 and 333-23548440810) on December 16September 14, 2019 2021 (the “SPAC Prospectus”)) and the SPAC Memorandum and Articles of Association. Subscriber represents and warrants that it has read Each of the Prospectus Company Parties acknowledges, agrees and understands that the Company SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public TABLE OF CONTENTS​ offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanySPAC’s public stockholders shareholders (including overallotment shares acquired by the CompanySPAC’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the SPAC Prospectus, the Company SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their Company shares SPAC Class A Shares in connection with the consummation of the CompanySPAC’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension the approval of its deadline certain amendments to consummate a Business Combinationthe SPAC Memorandum and Articles of Association, (b) to the Public Stockholders Shareholders if the Company SPAC fails to consummate a Business Combination within twenty-four eighteen (2418) months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay for any franchise and income taxes, or (d) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber each of the Company Parties hereby agrees on behalf of itself itself, its shareholders, and its affiliates Affiliates that, notwithstanding anything to none of the contrary in this Subscription AgreementCompany Party, neither Subscriber its shareholders nor any of its affiliates do Affiliates does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company SPAC or any of its representativesRepresentatives, on the one hand, and Subscriber the Company or any of its representativesRepresentatives 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 (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber Each Company Party on behalf of itself itself, its shareholders and its affiliates Affiliates hereby irrevocably waives any Released Claims that Subscriber it or any of its affiliates 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 the Company SPAC or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company SPAC or its affiliatesAffiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to This Section 8.18 shall survive the termination of this Subscription Agreement and specifically relied upon by for any reason. In the Company and its affiliates to induce event that, following the Company to enter into valid termination of 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 a Company Party or any of its affiliates controlled Affiliates commences any action Proceeding against or proceeding based uponinvolving the Trust Account, SPAC shall be entitled to recover from such Person its reasonable out of pocked legal fees and costs in connection with, relating to or arising out of with any matter relating to the Company or its representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, Subscriber hereby acknowledges and agrees that 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 have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinProceeding.

Trust Account Waiver. Reference The Investor acknowledges that SVAC is made a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving SVAC and one or more businesses or assets. The Investor further acknowledges that, as described in the final prospectus of SVAC, filed with the CompanySecurities and Exchange Commission (File No. 333-249067), and dated as of December 12November 23, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 2020 (the “Prospectus”). Subscriber represents and warrants that it has read the Prospectus and understands that the Company , available at wxx.xxx.xxx, SVAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously (with the IPO (including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $232,300,000 for the benefit of the CompanySVAC’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), ) and that, except as otherwise described in certain parties (including the Prospectus, underwriters of the Company IPO) and that SVAC may disburse monies from the Trust Account Fund only: (ai) to the Public Stockholders in the event they elect to redeem their Company shares the Class A Shares in connection with the consummation of the CompanySVAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination), (bii) to the Public Stockholders if the Company SVAC fails to consummate a Business Combination within twenty-four (24) 24 months after from the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (ciii) with respect to any interest earned on the amounts held in the Trust Account, as Fund necessary to pay any for franchise and income taxes, or (div) to the Company SVAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company SVAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Investor hereby agrees on behalf of itself that it does not now and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account Fund or distributions therefrom, or make any claim against against, the Trust Account (including any distributions therefrom)Fund, regardless with respect to claims arising out of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representativesAgreement, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates The Investor hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates it may have against the Trust Account Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company or its representatives this Subscription Agreement and will not seek recourse against the Trust Account Fund (including any distributions therefrom) for Claims arising out of this Subscription Agreement; provided that nothing in this Section 9 (x) shall serve to limit or prohibit the Investor’s right to pursue a claim against SVAC for legal relief against assets held outside the Trust Fund, for specific performance or other equitable relief, (y) shall serve to limit or prohibit any reason whatsoever claims that the Investor may have in the future against SVAC’s assets or funds that are not held in the Trust Fund (including for an alleged breach any funds that have been released from the Trust Fund and any assets that have been purchased or acquired with any such funds) or (z) shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Fund by virtue of its record or beneficial ownership of Class A Shares currently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any agreement such Class A Shares, except to the extent that the Investor has otherwise agreed with the Company or its affiliates)SVAC to not exercise such redemption right. Subscriber The Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates SVAC to induce the Company it to enter into in this Subscription Agreement, and Subscriber the Investor 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, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, 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 have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Reference is made to Each Purchaser understands that, as described in the final prospectus of the CompanyIPO Prospectus, dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 (the “Prospectus”). Subscriber represents and warrants that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders and underwriters (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares Common Stock in connection with the consummation of the Company’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an extension of its the deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a its Business Combination within twenty-four by December 26, 2018 (24) months after as amended from the closing of original deadline set forth in the IPO, subject to extension by amendment to IPO Prospectus and the Company’s organizational documents), (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxesincome or other tax obligations and to meet working capital requirements, or and (d) to the Company after or concurrently with the consummation of a its Business Combination. For and in consideration of the Company entering into this Subscription Agreement, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber such Purchaser hereby agrees on behalf of itself and its affiliates Affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber such Purchaser nor any of its affiliates Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement agreement or any proposed or actual business relationship between the Company or its representativesRepresentatives, on the one hand, and Subscriber such Purchaser or its representativesRepresentatives, 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 (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber Such Purchaser on behalf of itself and its affiliates Affiliates hereby irrevocably waives any Released Claims that Subscriber such Purchaser or any of its affiliates 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 the Company or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates)whatsoever. Subscriber Such Purchaser agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates Affiliates to induce the Company to enter into in this Subscription Agreement, and Subscriber such Purchaser further intends and understands such waiver to be valid, binding and enforceable against Subscriber such Purchaser and each of its affiliates Affiliates under applicable law. To Notwithstanding the extent Subscriber or foregoing, this Section 4.12 shall not affect any rights 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 a Purchaser or its representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of Affiliates as a Public Stockholder to receive distributions from the Trust Account and that such claim in its capacity as a Public Stockholder. Notwithstanding anything to the contrary contained in this Agreement, this Section 4.12 shall not permit Subscriber survive termination or its affiliates (or expiration of this Agreement for any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinreason.

Trust Account Waiver. Reference is made to the SPAC’s final prospectus of the Companyprospectus, dated as of December 12November 19, 2019 2020 and filed with the SEC U.S. Securities and Exchange Commission (File NosNo. 333-235253 and 333-235484249686) on December 16November 23, 2019 2020 (the “Prospectus”). Subscriber represents and warrants that it has read the Prospectus and understands hereby acknowledges that the Company SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanySPAC’s public stockholders and certain other parties (including overallotment shares acquired by the Company’s underwriters, underwriters of the “Public Stockholders”IPO), and that, except as otherwise described in the Prospectus, the Company SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders SPAC’s public stockholders in the event they elect to redeem their Company shares in the SPAC in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business CombinationTransaction, (b) to the Public Stockholders SPAC’s public stockholders if the Company SPAC fails to consummate a Business Combination the Transaction within twenty-four eighteen (2418) months after the closing of the IPO, subject to extension by an amendment to the Company’s its organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxes, taxes up to $100,000 in dissolution expenses or (d) to the Company SPAC after or concurrently with the consummation of a Business Combinationthe Transaction. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, Subscriber hereby agrees (on its own behalf and on behalf of itself its representatives) that Subscriber does not now and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies held in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises ) arising as a result of, in connection with or relating in any way to, to this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other hand, or any other matterAgreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided. Subscriber, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates controlled or controlling representatives, hereby irrevocably waives any Released Claims that Subscriber Claims, including any and all right, title, interest or claim of any of its affiliates kind it has or may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Subscription Agreement, in or to any negotiationsmonies held in the Trust Account, contracts or agreements with the Company or its representatives and will agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company as a result of, or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into arising out of, this Subscription Agreement, and Subscriber further intends and understands regardless of whether such waiver to be validclaim arises based on contract, binding and enforceable against Subscriber and each tort, equity or any other theory of its affiliates under applicable lawlegal liability. 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 representativesthis Subscription Agreement, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesSPAC, 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 its or their behalves behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to limit or prohibit any Subscriber’s right to distributions from the Trust Account in accordance with the SPAC’s amended and restated certificate of incorporation in respect of Common Stock of the SPAC acquired by any means other than pursuant to this Subscription Agreement, or shall serve to limit or prohibit the Subscriber’s right to pursue a claim against the SPAC for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, or shall serve to limit or prohibit any claims that the Subscriber may have in the future against SPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds).

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 (the “Prospectus”). Subscriber The Investor hereby represents and warrants that it has read SPAC’s prospectus relating to its initial public offering dated December 16, 2021 (the Prospectus “Prospectus”) available at xxx.xxx.xxx and understands that the Company SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanySPAC’s public stockholders shareholders (including overallotment shares acquired by the CompanySPAC’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the Prospectus, the Company SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their Company shares of SPAC in connection with the consummation of the CompanySPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders Shareholders if the Company SPAC fails to consummate a Business Combination within twenty-four (24) 18 months after the closing of the IPO, subject to extension by amendment to the CompanySPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes, or (d) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Investor hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber the Investor nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber The Investor on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber the Investor or any of its 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 the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company SPAC or its affiliates). Subscriber The Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company SPAC and its affiliates to induce the Company SPAC to enter into in this Subscription Agreement, and Subscriber the Investor further intends and understands such waiver to be valid, binding and enforceable against Subscriber the Investor and each of its affiliates under applicable law. To the extent Subscriber the Investor or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company SPAC or its representativesRepresentatives (as defined below), which proceeding seeks, in whole or in part, monetary relief against the Company SPAC or its representativesRepresentatives, Subscriber the Investor hereby acknowledges and agrees that Subscriberthe Investor’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber the Investor or its affiliates (or any person claiming on any of their behalves behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding the foregoing, this Section 11 shall not affect any rights the Investor or its affiliates may have to receive distributions from the Trust Account in their capacities as Public Shareholders upon the redemption of their shares or the liquidation of SPAC if it does not consummate a Business Combination prior to its deadline to do so. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 11 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. Reference is made to the final prospectus of the CompanyPurchaser, dated as of December 12, 2019 and filed with the SEC (File NosNo. 333-235253 and 333-235484257379) on December 16, 2019 (the “Prospectus”), and dated as of September 30, 2021. Subscriber represents and warrants Each of the Sellers acknowledges that it has read the Prospectus Prospectus, the Trust Agreement and the Purchaser’s Organizational Documents and understands that the Company Purchaser has established a trust account (the “Trust Account”) Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including IPO, and interest accrued from time to time thereon) , for the benefit of the Company’s public stockholders Purchaser Shareholders and certain parties (including overallotment shares acquired by the Company’s underwriters, underwriters of the “Public Stockholders”), IPO) and that, except as otherwise described in the Prospectus, the Company Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders public Purchaser Shareholders in the event they elect to redeem exercise their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business CombinationPurchaser Shareholder Redemption Right, (b) to the Public Stockholders public Purchaser Shareholders if the Company Purchaser fails to consummate a Business Combination within twenty-four (24) months after from the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) to pay any franchise and income taxes with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes, Account or (d) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company Purchaser entering into this Subscription AgreementAgreement with the Sellers regarding the Transactions, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Sellers hereby agrees agree on behalf of itself themselves and its affiliates that, their Affiliates notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber the Sellers nor any of its affiliates their Affiliates (including the Company) do now or and shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), or make any claim or bring any Action against, the Trust Account (including distributions therefrom), and regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company Purchaser or its representativesRepresentatives, on the one hand, and Subscriber the Sellers or its representativesany of their Affiliates (including the Company) or respective Representatives, on the other hand, this Agreement, the Transactions or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided. Each of the Sellers, that and their Affiliates (including the Released Claims shall not include claims made solely in Subscriber’s Company) and Representatives, (or one of its affiliate’si) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any such Released Claims that Subscriber or any of its affiliates it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, this Agreement (including the negotiation, execution and performance thereof) any other Contract with the Purchaser, the Transactions or any other negotiations, contracts Contracts or other agreements or arrangements with the Company or its representatives Purchaser and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company Purchaser or its affiliatesAffiliates). Subscriber , (ii) agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates Purchaser to induce the Company it to enter into in this Subscription Agreement, and Subscriber each of the Sellers further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To Law and (iii) acknowledges and agrees that, to the extent Subscriber the Sellers or any of its affiliates their Affiliates (including the Company) or Representatives commences any action or proceeding Action based upon, in connection with, relating to or arising out of any matter relating to the Company or its representativesPurchaser, which proceeding Action seeks, in whole or in part, monetary relief against the Company or its representativesPurchaser, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ the sole remedy of any such Person shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber the Company or its affiliates their Affiliates (or any person Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding the foregoing, nothing in this Section 10.12 shall serve to limit or prohibit the Sellers’ right to pursue a claim against the Purchaser for legal relief against assets of the Purchaser held outside the Trust Account, for specific performance or other non-monetary relief.

Trust Account Waiver. Reference is made to the final prospectus of the CompanySPAC, dated as of December 12, 2019 and filed with the SEC (File NosNo. 333001-235253 and 333-23548440810) on December 16September 14, 2019 2021 (the “SPAC Prospectus”)) and the SPAC Memorandum and Articles of Association. Subscriber represents and warrants that it has read Each of the Prospectus Company Parties acknowledges, agrees and understands that the Company SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanySPAC’s public stockholders shareholders (including overallotment shares acquired by the CompanySPAC’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the SPAC Prospectus, the Company SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their Company shares SPAC Class A Shares in connection with the consummation of the CompanySPAC’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension the approval of its deadline certain amendments to consummate a Business Combinationthe SPAC Memorandum and Articles of Association, (b) to the Public Stockholders Shareholders if the Company SPAC fails to consummate a Business Combination within twenty-four eighteen (2418) months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay for any franchise and income taxes, or (d) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company SPAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber each of the Company Parties hereby agrees on behalf of itself itself, its shareholders, and its affiliates Affiliates that, notwithstanding anything to none of the contrary in this Subscription AgreementCompany Party, neither Subscriber its shareholders nor any of its affiliates do Affiliates does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company SPAC or any of its representativesRepresentatives, on the one hand, and Subscriber the Company or any of its representativesRepresentatives 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 (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber Each Company Party on behalf of itself itself, its shareholders and its affiliates Affiliates hereby irrevocably waives any Released Claims that Subscriber it or any of its affiliates 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 the Company SPAC or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company SPAC or its affiliatesAffiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to This Section 8.18 shall survive the termination of this Subscription Agreement and specifically relied upon by for any reason. In the Company and its affiliates to induce event that, following the Company to enter into valid termination of 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 a Company Party or any of its affiliates controlled Affiliates commences any action Proceeding against or proceeding based uponinvolving the Trust Account, SPAC shall be entitled to recover from such Person its reasonable out of pocked legal fees and costs in connection with, relating to or arising out of with any matter relating to the Company or its representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, Subscriber hereby acknowledges and agrees that 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 have any claim against the Trust Account (including any distributions therefrom) or any amounts contained thereinProceeding.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 (the “Prospectus”). Subscriber The Company hereby represents and warrants that it has read the Prospectus final prospectus of Acquiror, dated as of January 12, 2022 and filed with the SEC (File No. 333-261494) on January 12, 2022 (the “Prospectus”) available at wxx.xxx.xxx, and understands that the Company Acquiror has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) IPO and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyAcquiror’s public stockholders (including the public stockholders of the overallotment shares acquired by the CompanyAcquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company Acquiror may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect with respect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business CombinationAcquiror Stock Redemptions, (b) to the Public Stockholders if the Company Acquiror fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, subject to extension by an amendment to the CompanyAcquiror’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxestaxes and up to $100,000 in dissolution expenses, or (d) to the Company Acquiror after or concurrently with the consummation of a Business Combination. For and in consideration of the The Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees on behalf of itself and its affiliates Affiliates that, notwithstanding anything to the contrary in this Subscription AgreementAgreement (other than in Section 9.1), neither Subscriber the Company nor any of its affiliates Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such ) in connection with any claim that arises as a result of, in connection with with, or relating in any way to, to this Subscription Agreement or any proposed or actual business relationship between the Company or its representativesother Transaction Document, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability under any Transaction Document (collectively, the “Released Claims”); provided. The Company, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates Affiliates, hereby irrevocably waives any Released Claims that Subscriber the Company or any of its affiliates 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 the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for in connection with any reason whatsoever Released Claims (including for an alleged breach of this Agreement or any agreement with the Company or its affiliatesother Transaction Document). Subscriber The Company agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company Acquiror and its affiliates Affiliates to induce the Company Acquiror to enter into this Subscription Agreementthe Transaction Documents, and Subscriber the Company further intends and understands such waiver to be valid, binding and enforceable against Subscriber the Company and each of its affiliates Affiliates under applicable lawLaw. To the extent Subscriber the Company or any of its affiliates Affiliates commences any action or proceeding based upon, in connection with, with or relating to or arising out of any matter relating to the Company or its representativesReleased Claim, which action or proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company or its representatives, Subscriber hereby acknowledges and agrees that Subscriberthe Company’s and each of its affiliatesAffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber the Company or any of its affiliates Affiliates (or any person claiming on behalf of any of their behalves such Person or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Company or any of its Affiliates commences any action or proceeding based upon, in connection with or relating to any Released Claim, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief or otherwise, Acquiror and its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such action, in the event Acquiror or its Representatives, as applicable, prevails in such action or proceeding.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 (the “Prospectus”). Subscriber The Holder hereby represents and warrants that it has read the SPAC Prospectus (as defined in the Subscription Agreements) and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the SPAC Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) 18 months after the closing of the IPO, which has since been extended, upon the execution and delivery of the Transaction Agreement, to April 30, 2021, and subject to further extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxes, or taxes and up to $100,000 in working capital obligations and (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Holder hereby agrees on behalf of itself and its affiliates that, that notwithstanding anything to the contrary contained in this Subscription Agreement, neither Subscriber nor any of its affiliates do Holder does not now or and shall not at any time hereafter have have, and waives any and all right, titletitle and interest, interest or claim any claims of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Shares, in or to any monies held in the Trust Account (or any distributions therefromtherefrom directly or indirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account (including any distributions therefrom), regardless of whether such claim arises or Public Distributions as a result of, in connection with or relating in any way toarising out of, this Subscription Agreement Agreement, the transactions contemplated hereby or any proposed or actual business relationship between the Company or its representativesShares, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its 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 the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable lawliability. To the extent Subscriber or any of its affiliates the Holder commences any action or proceeding based upon, in connection with, relating to as a result of or arising out of any matter relating to of, this Subscription Agreement, the Company transactions contemplated hereby or its representativesthe Shares, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, Subscriber the Holder hereby acknowledges and agrees that Subscriberthe Holder’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not permit Subscriber or its affiliates the Holder (or any person claiming on any of their behalves its behalf or in lieu of any of themit) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 8 to the contrary, nothing herein shall be deemed to limit the Holder’s right, title, interest or claim to the Trust Account by virtue of the Holder’s record or beneficial ownership of Common Stock acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Company. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File NosNo. 333-235253 and 333-235484216842) on December 16, 2019 (the “Prospectus”), and dated as of April 6, 2017. Subscriber The Company shall provide the undersigned with a copy of the Prospectus upon request and the undersigned hereby represents and warrants that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its the deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes, franchise or income taxes or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the undersigned hereby agrees on behalf of itself and its respective affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber the Company nor any of its respective affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, to this Subscription Agreement or any proposed or actual business relationship between the Company or its representativesRepresentatives (as defined below), on the one hand, and Subscriber the Company or its representativesRepresentatives, on the other hand, this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided. The undersigned, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates affiliates, hereby irrevocably waives any Released Claims that Subscriber the undersigned or any of its affiliates may have against the Trust Account now (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates). Subscriber The undersigned 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 in this Subscription Agreement, and Subscriber the Company further intends and understands such waiver to be valid, binding and enforceable against Subscriber the undersigned and each of its affiliates under applicable law. To the extent Subscriber the undersigned 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 representativesRepresentatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, Subscriber the undersigned hereby acknowledges and agrees that Subscriberthe Company’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber the Company or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Company any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, the Company and its Representatives, as applicable, shall be entitled to recover from the undersigned and its affiliates the associated legal fees and costs in connection with any such action, in the event the Company or its Representatives, as applicable, prevails in such action or proceeding. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12November 3, 2019 2021 and filed with the SEC (File Nos. 333-235253 254182 and 333-235484260752) on December 16November 8, 2019 2021 (the “Prospectus”). Subscriber hereby represents and warrants that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders shareholders (including overallotment shares acquired by the Company’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders Shareholders if the Company fails to consummate a Business Combination within twenty-four (24) 15 months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxesfranchise or income taxes and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its 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 the Company or its representatives and will not seek recourse against the Trust Account (including any distributions to the Public Shareholders therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company Company, PubCo and its their respective affiliates to induce the Company PubCo to enter into 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 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 representativesRepresentatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account or funds released to the Company, PubCo or any of their respective affiliates (but not, for the avoidance of doubt, distributions to Public Shareholders) from the Trust Account upon consummation of the Transaction 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 have any claim against the Trust Account (including any distributions to the Public Shareholders therefrom) or any amounts contained therein. In the event Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions to the Public Shareholders therefrom) or the Public Shareholders in the form of money damages, the Company and its Representatives, as applicable, shall be entitled to recover from Subscriber and its affiliates the associated legal fees and costs in connection with any such action in the event the Company or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding the foregoing, this Section 10 shall not affect any rights of Subscriber or its affiliates to receive distributions from the Trust Account in their capacities as Public Shareholders upon the redemption of their shares or the liquidation of the Company pursuant to the terms of the Trust Account, including, for the avoidance of doubt, with respect to any Acquired Shares. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Reference is made to the final prospectus of the CompanyXxxxxx, dated as of December 12, 2019 and filed with the SEC (File NosRegistration No. 333-235253 and 333-235484263123) on December 16, 2019 (the “Prospectus”), dated April 6, 2022. Denali shall provide the Subscriber with a copy of the Prospectus upon request and the Subscriber hereby represents and warrants that it has read the Prospectus and understands that the Company Xxxxxx has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyXxxxxx’s public stockholders shareholders (including overallotment shares acquired by the CompanyXxxxxx’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the Prospectus, the Company Denali may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their Company Denali shares in connection with the consummation of the CompanyDenali’s initial business combination (as such term is terms are used in the Prospectus) (the “Business Combination”) or in connection with an extension of its the deadline to consummate a Business Combinationbusiness combination, (b) to the Public Stockholders if the Company Xxxxxx fails to consummate a Business Combination business combination within twenty-four twelve (2412) months after the closing of the IPO, subject or such later date if the deadline to extension by amendment to the Companyconsummate a business combination is extended in accordance with Denali’s organizational documentscharter, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes, franchise or income taxes or (d) to the Company Holdco after or concurrently with the consummation of a the Business Combination. For and in consideration of the Company Holdco entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, Subscriber hereby agrees the Subscriber, on behalf of itself and its affiliates controlling persons acting on its behalf, hereby agrees that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of (i) it and its affiliates controlling persons acting on its behalf do not now or and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies assets held in the Trust Account (including distributions directly or distributions therefromindirectly to Public Shareholders therefrom (“Public Distributions”)) arising from, as a result of or in connection with this 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 Account (including any distributions therefrom)Public Distributions) arising from, regardless of whether such claim arises as a result of, of or in connection with or relating in any way to, this Subscription Agreement or Agreement, any proposed or actual business relationship between ancillary documents entered in connection herewith, the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other handBusiness 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 (collectively, the “Released Claims”); provided, that the Released Claims (iii) it and its controlling persons acting on its behalf shall not include claims made solely in Subscriber’s make any claim against the Trust Account (or one of its affiliate’sincluding Public Distributions) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself for any Released Claims, (iv) it and its affiliates controlling persons acting on its behalf hereby irrevocably waives waive any Released Claims that Subscriber it or any of its affiliates controlling persons acting on its behalf may have against the Trust Account (including any distributions therefromPublic Distributions) now or in the future as a result offuture, or arising out of, any negotiations, contracts or agreements with the Company or (v) it and its representatives and controlling persons acting on its behalf will not seek recourse against the Trust Account (including any distributions therefromPublic Distributions) for any reason whatsoever (including for an alleged breach in respect of any agreement with the Company or its affiliates). Subscriber agrees Released Claims, and acknowledges that (vi) such irrevocable waiver set forth herein is material to this Subscription Agreement and specifically relied upon by the Company Denali, Holdco and its their respective affiliates to induce the Company Holdco to enter into in this Subscription Agreement, and the Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law against the Subscriber and each of its affiliates under applicable law. To the extent Subscriber controlling persons acting on its behalf, except as may be limited or any of its affiliates commences any action otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or proceeding based upon, in connection with, other laws relating to or arising out affecting the rights of any matter relating to creditors generally, and (ii) principles of equity, whether considered at law or equity. For the Company or its representativesavoidance of doubt, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, parties acknowledge that the Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against controlling persons acting on its behalf are not releasing or waiving any rights that they may have as Public Shareholders to receive funds held outside of from the Trust Account and that such claim shall not permit Subscriber in their capacity as Public Shareholders upon the redemption of their shares of Holdco or its affiliates (the liquidation of Holdco, as described in the Prospectus or any person claiming on any of their behalves other right, title, interest or in lieu of any of them) claim to have any claim against the Trust Account (including by virtue of the Subscriber’s record or beneficial ownership of securities of Holdco acquired by any distributions therefrom) means other than pursuant to this Subscription Agreement. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 9 shall survive the Closing or any amounts contained thereintermination of this Subscription Agreement and last indefinitely.

Trust Account Waiver. Reference is made to the final prospectus of the CompanyKLRE, dated as of December 12, 2019 and filed with the SEC (File NosNo. 333-235253 and 333-235484209041) on December 16, 2019 (the “Prospectus”), and dated as of March 10, 2016. Subscriber represents Tema warrants and warrants represents, on behalf of itself and its Affiliates, that it has read the Prospectus and understands that the Company KLRE has established a trust account (the “Trust Account”) Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO initially in an amount of approximately Eighty Million Dollars (including interest accrued from time to time thereon$80,000,000) for the benefit of the CompanyKLRE’s public stockholders and certain parties (including overallotment shares acquired by the Company’s underwriters, underwriters of the “Public Stockholders”), IPO) and that, except as otherwise described in the Prospectus, the Company that KLRE may disburse monies from the Trust Account only: (a) to the Public Stockholders KLRE’s public stockholders in the event they elect to redeem their Company the shares of common stock of KLRE in connection with the consummation of the CompanyKLRE’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders KLRE’s public stockholders if the Company KLRE fails to consummate a Business Combination within twenty-four eighteen (2418) months after from the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as Account necessary to pay any taxes, income taxes or (d) to the Company KLRE after or concurrently with the consummation of a Business Combination. For and in consideration of the Company KLRE entering into this Subscription AgreementAgreement with Tema regarding the Transactions, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber Tema hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do Affiliates that it does not now or and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against against, the Trust Account (including any distributions therefrom)Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representativesKLRE and Tema, on the one hand, and Subscriber or its representatives, on the other hand, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closingliability. Subscriber on behalf of itself and its affiliates Tema hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates such claims 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 the Company or its representatives KLRE and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including including, without limitation, for an alleged breach of any agreement with the Company or its affiliatesthis Agreement). Subscriber Tema agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates KLRE to induce the Company it to enter into in this Subscription Agreement, and Subscriber Tema 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 Tema commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its representativesKLRE, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesKLRE, Subscriber Tema 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 Tema (or any person party claiming on any of their behalves Tema’s behalf or in lieu of any of themTema) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event Tema 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 KLRE, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or KLRE’s public stockholders, whether in the form of money damages or injunctive relief, KLRE shall be entitled to recover from Tema the associated legal fees and costs in connection with any such action, in the event KLRE prevails in such action or proceeding.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File NosNo. 333-235253 and 333-235484226270) on December 16, 2019 (the “Prospectus”), and dated as of April 23, 2018. Subscriber The Company shall provide the undersigned with a copy of the Prospectus upon request and the undersigned hereby represents and warrants that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its the deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four eighteen (2418) months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes, franchise or income taxes or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the undersigned hereby agrees on behalf of itself and its respective affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber the Company nor any of its respective affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, to this Subscription Agreement or any proposed or actual business relationship between the Company or its representativesRepresentatives (as defined below), on the one hand, and Subscriber the Company or its representativesRepresentatives, on the other hand, this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided. The undersigned, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates affiliates, hereby irrevocably waives any Released Claims that Subscriber the undersigned or any of its affiliates may have against the Trust Account now (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates). Subscriber The undersigned 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 in this Subscription Agreement, and Subscriber the Company further intends and understands such waiver to be valid, binding and enforceable against Subscriber the undersigned and each of its affiliates under applicable law. To the extent Subscriber the undersigned 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 representativesRepresentatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, Subscriber the undersigned hereby acknowledges and agrees that Subscriberthe Company’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber the Company or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Company any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, the Company and its Representatives, as applicable, shall be entitled to recover from the undersigned and its affiliates the associated legal fees and costs in connection with any such action, in the event the Company or its Representatives, as applicable, prevails in such action or proceeding. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 (the “Prospectus”). The Subscriber hereby represents and warrants that it has read the SPAC Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the SPAC Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) 24 months after the closing of the IPO, subject to extension IPO (as such date may be extended by amendment to the Company’s organizational documents), (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxesfranchise and income taxes and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber hereby agrees on behalf of itself and its affiliates that, that notwithstanding anything to the contrary contained in this Subscription Agreement, neither Subscriber nor any of its affiliates do does not now or and shall not at any time hereafter have have, and waives any and all right, titletitle and interest, interest or claim any claims of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscriber Shares, in or to any monies held in the Trust Account (or any distributions therefromtherefrom directly or indirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account (including any distributions therefrom), regardless of whether such claim arises or Public Distributions as a result of, in connection with or relating in any way toarising out of, this Subscription Agreement Agreement, the transactions contemplated hereby or any proposed or actual business relationship between the Company or its representativesSubscriber Shares, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its 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 the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable lawliability. To the extent the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to as a result of or arising out of any matter relating to of, this Subscription Agreement, the Company transactions contemplated hereby or its representativesthe Subscriber Shares, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, the Subscriber hereby acknowledges and agrees that the Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not permit the Subscriber or its affiliates (or any person claiming on any of their behalves its behalf or in lieu of any of themit) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 9 to the contrary, nothing herein shall (x) serve to limit or prohibit the Subscriber’s right to pursue a claim against Company for legal relief against assets held outside the Trust Account, (y) serve to limit or prohibit any claims that the Subscriber may have in the future against Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to the Company (excluding, for the avoidance of doubt, funds released to redeeming stockholders of the Company) and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock acquired by any means other than pursuant to this Subscription Agreement, including to any redemption right with respect to any such securities of the Company. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Reference is made to the final prospectus of the CompanyKBL, dated as of December 12, 2019 and filed with the SEC (File NosNo. 333-235253 and 333-235484217475) on December 16June 2, 2019 2017 and dated as of June 1, 2017 (the “Prospectus”). Subscriber represents The Company and warrants that it has read the Prospectus and each Company Subsidiary understands that the Company KBL has established a trust account (the “Trust Account”) Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the CompanyKBL’s public stockholders (including overallotment shares acquired by the CompanyKBL’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company KBL may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company KBL shares in connection with the consummation of the CompanyKBL’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company KBL fails to consummate a Business Combination within twenty-four prior to September 9, 2019 (24) months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documentsor such date as may be extended), (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay for any franchise and income taxes, or (d) to the Company KBL after or concurrently with the consummation of a Business Combination. For and in consideration of the Company KBL entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the Company, the Company Subsidiaries and the Stockholder Representative hereby agrees agree on behalf of itself and its affiliates Affiliates (including the Company Stockholders) that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber the Company, the Company Subsidiaries, the Company Stockholders, nor any of its affiliates their Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company KBL or its representativesRepresentatives, on the one hand, and Subscriber the Company, the Company Subsidiaries or its representativestheir respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public . The Stockholder prior to the Closing. Subscriber Representative on behalf of itself itself, the Company Stockholders, the Company Subsidiaries and its affiliates their respective Affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates the Stockholder Representative, the Company Stockholders, the Company Subsidiaries and their respective 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 the Company KBL or its representatives Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with KBL or its Affiliates). The Stockholder Representative on behalf of itself, the Company or its affiliates). Subscriber Stockholders, the Company Subsidiaries and their respective Affiliates agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company KBL and its affiliates Affiliates to induce the Company KBL to enter into in this Subscription Agreement, and Subscriber such Company Stockholder and Company Subsidiary further intends and understands such waiver to be valid, binding and enforceable against Subscriber such Company Stockholder and Company Subsidiary, as the case may be, and each of its affiliates Affiliates under applicable lawLaw. To the extent Subscriber the Stockholder Representative, any Company Stockholder, any Company Subsidiary or any of its affiliates their respective Affiliates commences any action or proceeding Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company KBL or its representativesRepresentatives, which proceeding Proceeding seeks, in whole or in part, monetary relief against KBL or its Representatives, the Stockholder Representative (on behalf of the Company or its representatives, Subscriber Stockholders and the Company Subsidiaries) hereby acknowledges and agrees that Subscriber’s the Company Stockholders, the Company Subsidiaries and its affiliatestheir respective Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber the Stockholder Representative or its affiliates any Company Stockholder or Company Subsidiary (or any person Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12, 2019 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 (the “Prospectus”). The Subscriber hereby represents and warrants that it has read the SPAC Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the SPAC Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) 18 months after the closing of the IPO, which has since been extended, upon the execution and delivery of the Transaction Agreement, to April 30, 2021, and subject to further extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any taxes, or taxes and up to $100,000 in working capital obligations and (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber hereby agrees on behalf of itself and its affiliates that, that notwithstanding anything to the contrary contained in this Subscription Agreement, neither Subscriber nor any of its affiliates do does not now or and shall not at any time hereafter have have, and waives any and all right, titletitle and interest, interest or claim any claims of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Shares, in or to any monies held in the Trust Account (or any distributions therefromtherefrom directly or indirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account (including any distributions therefrom), regardless of whether such claim arises or Public Distributions as a result of, in connection with or relating in any way toarising out of, this Subscription Agreement Agreement, the transactions contemplated hereby or any proposed or actual business relationship between the Company or its representativesShares, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its 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 the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable lawliability. To the extent the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to as a result of or arising out of any matter relating to of, this Subscription Agreement, the Company transactions contemplated hereby or its representativesthe Shares, which proceeding seeks, in whole or in part, monetary relief against the Company or its representativesRepresentatives, the Subscriber hereby acknowledges and agrees that the Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not permit the Subscriber or its affiliates (or any person claiming on any of their behalves its behalf or in lieu of any of themit) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 8 to the contrary, nothing herein shall be deemed to limit the Subscriber’s right, title, interest or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock 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. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 12November 20, 2019 2017 and filed with the SEC (File Nos. 333-235253 and 333-235484) on December 16, 2019 Commission (the “Prospectus”). Subscriber The undersigned hereby represents and warrants that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by the Company’s underwriters, underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem have their Company shares of Common Stock converted to cash (as described in the Prospectus) in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, subject to extension by amendment to time period set forth in the Company’s organizational documentscertificate of incorporation, as amended, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber the undersigned hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall at any time hereafter have irrevocably waives any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or to make any claim against the Trust Account (including any distributions therefrom), regardless ) that arises out of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its representatives, on the one hand, and Subscriber or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”); provided, that the Released Claims shall not include claims made solely in Subscriber’s (or one of its affiliate’s) capacity as a Public Stockholder prior to the Closing. Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out ofin connection with this Subscription Agreement (the “Released Claims”) that the undersigned may have now or in the future, any negotiations, contracts or agreements with the Company or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Company or its affiliates)respect to such Released Claims. Subscriber The undersigned 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 in this Subscription Agreement, and Subscriber the undersigned further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates the undersigned under applicable law. To the extent Subscriber or any of its affiliates the undersigned commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its representatives, Subscriber the undersigned hereby acknowledges and agrees that Subscriber’s and its affiliates’ the undersigned sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber or its affiliates the undersigned (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 10 shall be deemed to limit undersigned’s right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any conversion by the undersigned in respect of Common Stock acquired by any means other than pursuant to this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, the provisions of this paragraph shall survive indefinitely.