Common use of Trust Account Clause in Contracts

Trust Account. (a) As of January 22, 2021, Parent had approximately $500,086,473.96 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8, 2020, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) for the benefit of its public stockholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the Trustee, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the Trustee. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied) (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s Organizational Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise Taxes from any interest income earned in the Trust Account; and (B) to redeem Parent Class A Common Stock in accordance with the provisions of Parent’s Organizational Documents. There are no Legal Proceedings pending or, to the Knowledge of Parent, threatened in writing with respect to the Trust Account.

Trust Account. (a) As Parent has made available to the Company a true, correct and complete copy of January 22, 2021, Parent had approximately $500,086,473.96 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain fully executed Investment Management Trust Agreement (the “Trust Agreement”) effective ), dated as of October 8January 19, 20202017, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) ). Parent has at least $175,000,000 in the account established by Parent for the benefit of its certain stockholders of Parent and the underwriter of Parent’s initial public stockholdersoffering (the “Trust Account”), with such funds invested in United States Government government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) Agreement. The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the Trustee, is valid and in full force and effect and is a legal, valid and binding obligation of Parent and, to Parent’s Knowledge, the Trustee, enforceable in accordance with its terms, except insofar as enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or similar laws relating to or affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event whichsubject, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent oras to enforceability, to the Knowledge effect of Parentgeneral principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Trust Agreement has not been terminated, the Trusteerepudiated, rescinded, amended or supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters and (except for the Trust Agreement) there are no agreements, contracts, arrangements or other understandings (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports Documents to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders (A) the underwriter of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering and (B) holders of Parent Common Stock who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to in accordance with the Parent’s Organizational Documentscharter documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released released, except (A) to pay income and franchise Taxes taxes from any interest income earned in the Trust Account; Account and (B) to redeem Parent Class A Common Stock in accordance with the provisions of Parent’s Organizational Documentscharter documents. There are is no Legal Proceedings pending orProceeding pending, or to the Knowledge of Parent’s Knowledge, threatened in writing with respect to the Trust Account.

Trust Account. (a) As of January 22June 30, 2021, Parent had approximately $500,086,473.96 258,770,580 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8March 4, 20202021, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation limited purpose trust company (the “Trustee”) for the benefit of its public stockholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the Trustee, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the Trustee. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied) ): (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s Organizational Charter Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except except: (A) to pay income and franchise Taxes taxes from any interest income earned in the Trust Account; and (B) to redeem Parent Class A Common Stock in accordance with the provisions of Parent’s Organizational Charter Documents. There are no Legal Proceedings pending or, to the Knowledge of Parent, threatened in writing with respect to the Trust Account.

Trust Account. (a) As of January 22December 10, 20212019, Parent had approximately $500,086,473.96 707,006,485.90 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8June 7, 20202018, by and between Parent and Continental Stock Transfer & Trust CompanyWilmington Trust, National Association, a New York corporation national banking association (the “TrusteeWilmington Trust”) ), for the benefit of its public stockholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, ’ or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the TrusteeWilmington Trust, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder thereunder, and there does not exist under the Trust Agreement any event whichthat, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the TrusteeWilmington Trust. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied) ): (i) between Parent and the Trustee Wilmington Trust that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s Organizational DocumentsDocuments or the underwriters of the initial public offering with respect to any deferred underwriting compensation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except except: (A) to pay income and franchise Taxes taxes from any interest income earned in the Trust Account; and (B) to redeem Parent Class A Common Stock in accordance with the provisions of Parent’s Organizational Documents. There are no Legal Proceedings pending or, to the Knowledge of Parent, threatened in writing with respect to the Trust Account.

Trust Account. (a) As of January 22September 29, 20212020, Parent had approximately at least $500,086,473.96 204,400,000 (the “Trust Amount”) in a trust account maintained by the Trustee (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8, 2020, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) for the benefit of its public stockholders, with such funds invested in United States Government government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than Act of 1940, as amended, and held in trust by the Trustee pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) Agreement. The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the Trustee, is valid and in full force and effect and is a legal, valid and binding obligation of Parent, enforceable in accordance with its terms, except insofar as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar laws Laws affecting the enforceability of creditors’ rights generally or by generally, general equitable principles governing and the availability discretion of courts in granting equitable remedies. Parent The Trust Agreement has complied not been terminated, repudiated, rescinded, amended, supplemented or modified, in all material respects with any respect by Parent, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by Parent. To the terms knowledge of Parent, there are no side letters and (except for the Trust Agreement and is not in breach thereof Agreement) no agreements, Contracts, arrangements or default thereunder and there does not exist under the Trust Agreement any event whichunderstandings, whether written or oral, with the giving of notice Trustee or the lapse of time, any other Person that would constitute such a breach or default by Parent or, to the Knowledge of Parent, the Trustee. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied) (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports Documents to be inaccurate in any material respect; respect or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders (x) the Parent Stockholders who shall have exercised, or do exercise, their rights to participate in the Parent Stock Redemption, (y) the underwriters of Parent holding Parent Class A Common Stock sold in the Parent’s initial public offering offering, who shall have elected are entitled to redeem their shares the Deferred Underwriting Fees (as such term is defined in the Trust Agreement) and (z) Parent with respect to income earned on the proceeds in the Trust Account (1) to cover any of Parent Class A Common Stock pursuant its Tax obligations, (2) to fund Parent’s Organizational Documentsregulatory compliance requirements and other costs related thereto, subject to an annual limit of $325,000, and (3) up to $100,000 of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise Taxes from any interest income earned in the Trust Account; and (B) to redeem Parent Class A Common Stock in accordance with the provisions of Parent’s Organizational Documents. There are no Legal Proceedings material Actions pending or, to the Knowledge of Parent’s knowledge, threatened in writing with respect to the Trust Account.

Trust Account. (a) As of January 22, 2021the date hereof, Parent had approximately has at least $500,086,473.96 460,000,000 (the “Trust Amount”) in a trust the account established by Parent for the benefit of its public stockholders (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8, 2020, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) for the benefit of its public stockholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company ActAct and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement, dated as of July 19, 2017, by and between Parent and the Trustee (the “Trust Agreement”). Other than pursuant to the Trust Agreement and the Subscription Agreementssubject to Section 6.1 and Section 6.3, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, ’ or any other Person’s ability to obtain financing for the consummation of the Transactionstransactions contemplated hereby. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the Trusteemodified, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar laws Laws affecting the enforceability of creditors’ rights generally or by generally, general equitable principles governing and the availability discretion of courts in granting equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the Trustee. There are no separate Contractscontracts, side letters or other understandings (whether written or unwritten, express or implied) (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports filed prior to the date of this Agreement to be inaccurate in any material respect; , or (ii) to the Knowledge of Parent’s knowledge, that would entitle any Person (other than stockholders of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s Organizational Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise Taxes taxes from any interest income earned in the Trust Account; and , (B) to pay working capital related costs, and (C) to redeem Parent Class A Common Stock in accordance with the provisions of Parent’s Organizational Documents. There are no Legal Proceedings Actions pending or, to the Knowledge of Parent’s knowledge, threatened in writing with respect to the Trust Account.

Trust Account. (a) As of January 22, 2021the date of this Agreement, Parent had approximately has an amount in cash in the Trust Account equal to at least $500,086,473.96 116,150,000. The funds held in a trust account the Trust Account are (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”a) effective as of October 8, 2020, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) for the benefit of its public stockholders, with such funds invested in United States Government securities “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Account Agreement, dated as of January 11, 2021 (the “Trust Agreement”), between Parent and Continental, as trustee (the “Trustee”). The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent and, to the Subscription Agreementsknowledge of Parent, the obligations of Parent under this Agreement are not Trustee, enforceable in accordance with its terms (subject to any conditions regarding Parent’sapplicable bankruptcy, its Affiliates’conveyance, insolvency, reorganization, moratorium or any other Person’s ability Laws affecting generally the enforcement of creditors’ rights and subject to obtain financing for the consummation general principles of the Transactionsequity). (b) The Trust Agreement has not been terminated, repudiated, rescinded, amended or modified andsupplemented or modified, in any respect, and to the Knowledge of Parent with respect to the Trustee, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge knowledge of Parent, the Trusteeno such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contractsagreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) respect or, to the Knowledge of Parent’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than stockholders (i) in respect of deferred underwriting commissions set forth in Section 4.8 of the Parent holding Disclosure Schedules, or Taxes, (ii) the Pre-Closing Parent Class A Common Stock sold in Parent’s initial public offering Holders who shall have elected to redeem their shares Parent Shares pursuant to the Governing Documents of Parent Class A Common Stock pursuant or (iii) if Parent fails to Parent’s Organizational Documents) to any portion complete a business combination within the allotted time period set forth in the Governing Documents of the proceeds in Parent and liquidates the Trust Account. , subject to the terms of the Trust Agreement, Parent (in limited amounts to permit Parent to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Parent) and then the Pre-Closing Parent Holders). (c) Prior to the Closing, none of the funds held in the Trust Account may are permitted to be released released, except (A) to pay income and franchise Taxes from any interest income earned in the circumstances described in the Governing Documents of Parent and the Trust Account; Agreement. Parent has performed all material obligations required to be performed by it, and is not in material default, breach or delinquent in performance or any other respect (Bclaimed or actual) to redeem Parent Class A Common Stock in accordance connection with the provisions of Parent’s Organizational Documents. There are no Legal Proceedings pending orTrust Agreement, and, to the Knowledge knowledge of Parent, threatened in writing no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. As of the date of this Agreement, there are no Proceedings pending with respect to the Trust Account. Parent has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). (d) Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing Parent Holders who have elected to redeem their Parent Shares pursuant to the Governing Documents of Parent, each in accordance with the terms of and as set forth in the Trust Agreement, Parent shall have no further obligation under either the Trust Agreement or the Governing Documents of Parent to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms. As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its respective obligations hereunder, Parent has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Parent at the Closing.

Trust Account. (a) As Parent has made available to the Company a true, correct and complete copy of January 22, 2021, Parent had approximately $500,086,473.96 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain fully executed Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8), dated November 5, 2020, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) ). As of the date of this Agreement, Parent has at least $236,200,000 in the account established by Parent for the benefit of its certain Parent Stockholders and the underwriter of Parent’s initial public stockholdersoffering (the “Trust Account”), with such funds invested in United States Government government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) Agreement. The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the Trustee, is valid and in full force and effect and is a legal, valid and binding obligation of Parent and, to Parent’s Knowledge, the Trustee, enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing subject to the availability of equitable remediesGeneral Enforceability Exceptions. Parent has complied in all material respects with the terms of the The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the Trusteecontemplated. There are no separate Contracts, side letters and (except for the Trust Agreement) there are no agreements, contracts, arrangements or other understandings (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports Documents to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders (A) the underwriter of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering and (B) holders of Class A Parent Common Stock who shall have elected to redeem their shares of Parent Class A Parent Common Stock pursuant to in accordance with the Parent’s Organizational Documentscharter documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released released, except (A) to pay income and franchise Taxes taxes from any interest income earned in the Trust Account; Account and (B) to redeem Parent Class A Parent Common Stock in accordance with the provisions of Parent’s Organizational Documentscharter documents. There are is no Legal Proceedings pending orProceeding pending, or to the Knowledge of Parent’s Knowledge, threatened in writing with respect to the Trust Account.

Trust Account. (a) As of January 22, 2021the date hereof, Parent had has approximately $500,086,473.96 350,000,000.00 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8June 25, 2020, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) for the benefit of its public stockholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the Trustee, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the Trustee. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied) ): (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s Organizational Charter Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except except: (A) to pay income and franchise Taxes taxes from any interest income earned in the Trust Account; and (B) to redeem Parent Class A Common Stock in accordance with the provisions of Parent’s Organizational Charter Documents. There are no Legal Proceedings pending or, to the Knowledge of Parent, threatened in writing with respect to the Trust Account.

Trust Account. (a) As of January 22June 19, 20212020, Parent had approximately $500,086,473.96 254,185,388 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8March 7, 20202019, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “TrusteeContinental”) for the benefit of its public stockholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company ActAct of 1940, as amended. As of June 19, 2020, Parent held $823,009 in cash or cash equivalents outside of the Trust Account. Other than pursuant to the Trust Agreement and the Subscription AgreementsForward Purchase Agreement, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the TrusteeContinental, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event whichthat, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the TrusteeContinental. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied) ): (i) between Parent and the Trustee Continental that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s Organizational DocumentsGoverning Documents or the underwriters of the initial public offering with respect to any deferred underwriting compensation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except except: (A) to pay income and franchise Taxes taxes from any interest income earned in the Trust Account; and (B) to redeem Parent Class A Common Stock in accordance with the provisions of Parent’s Organizational Governing Documents. There are no Legal Proceedings pending or, to the Knowledge of Parent, threatened in writing with respect to the Trust Account.

Trust Account. (a) As of January 22September 30, 20212017, Parent the Trust Account had approximately a balance of $500,086,473.96 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8, 2020, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) for the benefit of its public stockholders, with such funds 121,759,183 invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than Act of 1940 in the Trust Account, pursuant to Trust Agreement. The Trust Account shall be utilized in accordance with Section 6.16 hereof and the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the TransactionsAgreement. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the Trustee, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the Trustee. There are no separate Contractsagreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between the Parent and the Trustee Continental Stock Transfer & Trust Company that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; respect or (ii) to the Knowledge of the Parent, that would entitle any Person (other than stockholders of Parent holding shares of Parent Class A Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of shares of Parent Class A Common Stock pursuant to Parent’s Organizational the Parent Charter Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise Taxes taxes from any interest income earned in the Trust Account; and Account or (B) to redeem shares of Parent Class A Common Stock in accordance with the provisions of Parent’s Organizational the Parent Charter Documents. There are no Legal Proceedings pending or, to the Knowledge of Parent, threatened in writing with respect to the Trust Account. (c) The Parent has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. Except for an amendment dated August 3, 2017 to, among other things, extend the date before which the Parent must complete a Business Combination from August 4, 2017 to November 6, 2017 (or February 5, 2018 if the Parent has executed a definitive agreement for a Business Combination by November 6, 2017), the Trust Agreement has not been amended or modified, and, except for a possible amendment to further extend the Trust Agreement, no such amendment or modification is contemplated by the Parent. The Trust Agreement is in full force and effect as of the date hereof. The Trust Agreement constitutes the legal, valid and binding obligations of the Parent and, to the Knowledge of the Parent, the other party thereto. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of the Parent or, to the Knowledge of Parent, the other party thereto. There are no side letters or other agreements, contracts or arrangements to which the Parent or any of its Affiliates is a party related to the transactions contemplated by the Trust Agreement.

Trust Account. (a) As of January 22, 2021the date hereof, Parent had approximately has at least $500,086,473.96 63,000,000 of funds held in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8, 2020, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) Account established for the benefit of its the public stockholdersstockholders of Parent, with such funds monies being invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than Act of 1940, as amended, and held in trust with the Trustee pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) Agreement. The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the Trustee, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium terms and has not been amended or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the Trusteemodified. There are no separate Contractsagreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports Documents to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, respect and/or that would entitle any Person (other than stockholders of Parent holding shares of Parent Class A Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s Organizational Documentsthe certificate of incorporation of Parent and those Persons to be paid on or after the Closing in connection with the Trust Account Deductions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (Ax) to pay income and franchise Taxes taxes and expenses from any interest income earned in the Trust Account; , (y) to pay for working capital requirements from interest income earned on the Trust Account and (Bz) to redeem purchase shares of Parent Class A Common Stock sold in Parent’s initial public offering in accordance with the provisions of Parent’s Organizational Documentscertificate of incorporation as set forth in Parent’s filings with the SEC. There are no Legal Proceedings pending or, Upon consummation of the transactions contemplated by this Agreement and notice thereof to the Knowledge Trustee, the Trustee shall thereupon be obligated to release as promptly as practicable all funds held in the Trust Account to the Surviving Corporation, at which point the Trust Account shall terminate; provided, however that the liabilities and obligations of Parent due and owing or incurred at or prior to the Effective Time shall be paid as and when due, including all amounts payable (i) to stockholders of Parent holding shares of Parent Common Stock sold in Parent’s initial public offering who shall have exercised their rights to cause Parent to redeem their shares of Parent Common Stock for cash pursuant to Parent’s certificate of incorporation; (ii) to the underwriters in Parent’s initial public offering and other designated Persons, threatened representing deferred underwriting commissions and discounts payable upon consummation of the transactions contemplated by this Agreement and certain advisory fees; (iii) to third parties (e.g. professionals, printers, etc.) who have rendered services to Parent and Merger Sub; (iv) to officers and directors of Parent for repayment of loans made by such officers and directors to fund Parent’s working capital expenses; and (v) to any other Person in writing respect of any fees or expenses incurred by Parent in connection with the transactions contemplated by this Agreement (all such liabilities and obligations, including without limitation those described in the preceding clauses (i) through (v), the “Trust Account Deductions”); provided, further, that, after payment of all the aforementioned liabilities and obligations from the Trust Account, the remaining monies in the Trust Account shall, as a result of the transactions contemplated by this Agreement, become an asset of Parent at and after the Effective Time. As of the Effective Time, those obligations of Parent to dissolve or liquidate within a specified time period as contained in Parent’s certificate of incorporation will be terminated and Parent shall have no obligation whatsoever to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement, and no Parent Stockholder shall be entitled to receive any amount from the Trust Account or the Surviving Company except, with respect to the Trust AccountAccount only, to the extent such stockholder has exercised its right to cause Parent to redeem such stockholder’s shares of Parent Common Stock for cash pursuant to Parent’s certificate of incorporation.

Trust Account. (a) As of January 22June 30, 20212020, Parent had approximately $500,086,473.96 345,036,874.56 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8April 29, 2020, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Continental” or “Trustee”) for the benefit of its public stockholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the TrusteeContinental, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the Trustee. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied) ): (i) between Parent and the Trustee Continental that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s Organizational Charter Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except except: (A) to pay income and franchise Taxes taxes from any interest income earned in the Trust Account; and (B) to redeem Parent Class A Common Stock in accordance with the provisions of Parent’s Organizational Charter Documents. There are no Legal Proceedings pending or, to the Knowledge of Parent, threatened in writing with respect to the Trust Account. (c) As of the date hereof, assuming the accuracy of the representations and warranties of the Companies herein and the compliance by the Companies with their respective obligations hereunder, Parent has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Parent on the Closing Date. (d) As of the date hereof, Parent does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness.

Trust Account. (a) As of January 2231, 20212024, Parent had approximately $500,086,473.96 17,669,491 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8, 2020, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) for the benefit of its public stockholders, with such funds monies invested in United States Government government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than Act pursuant to the Investment Management Trust Agreement Agreement, dated as of November 2, 2021, between Parent and Continental Stock Transfer & Trust Company, as trustee (the Subscription Agreements, “Trustee”) (the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) “Trust Agreement”). The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the Trustee, is valid and in full force and effect and is a legal, and binding obligation of Parent and, to the knowledge of Parent, the Trustee, enforceable in accordance with its terms, except insofar as enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar laws Laws affecting creditors’ rights generally or by and subject, as to enforceability, to general principles governing the availability of equitable remediesequity. Parent has complied in all material respects with the terms of the The Trust Agreement and has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and, to the knowledge of Parent, no such termination, repudiation, rescission, amendment, supplement, or modification is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default contemplated by Parent or, to the Knowledge knowledge of Parent, the Trustee. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports Filings to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders of Parent holding shares of Parent Class A Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s Organizational DocumentsGoverning Documents and the underwriters of Parent’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) other than to pay income Taxes and franchise Taxes from any interest income earned in the Trust Account; and (B) payments with respect to redeem all Parent Class A Common Stock in accordance with the provisions of Parent’s Organizational DocumentsStockholder Redemptions. There are no Legal Proceedings claims or proceedings pending or, to the Knowledge knowledge of Parent, threatened in writing with respect to the Trust Account. Parent has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of Parent to dissolve or liquidate pursuant to Parent’s Governing Documents shall terminate, and as of the Effective Time, Parent shall have no obligation whatsoever pursuant to Parent’s Governing Documents to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated hereby. To Parent’s knowledge, following the Effective Time, no Parent Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such Parent Stockholder is exercising a Parent Stockholder Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by Company with its obligations hereunder, neither Parent or Merger Sub have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Parent and Merger Sub on the Closing Date (for the avoidance of doubt, disregarding any Trust Account proceeds applied for the payment of redemption amounts upon a Parent Stockholder Redemption or the payment of deferred underwriting compensation to the underwriter in Parent’s initial public offering).

Trust Account. (a) As of January 22, 2021the Signing Date, Parent had approximately has (and, assuming no holders of Parent Ordinary Shares exercise the Redemption Rights, will have immediately prior to the Closing) no less than $500,086,473.96 402,500,000 in the trust fund established by Parent for the benefit of its Public Shareholders (the “Trust Fund”) maintained in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management . The monies of such Trust Agreement (the “Trust Agreement”) effective as of October 8, 2020, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) for the benefit of its public stockholders, with such funds Account are invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than Act of 1940, as amended, and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement Agreement, dated as of March 22, 2021, between Parent and the Subscription Agreements, Trustee (the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) “Trust Agreement”). The Trust Agreement has not been amended terminated, repudiated, rescinded, amended, supplemented or modified andmodified, to the Knowledge of Parent with respect to the Trusteein any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated, and is valid and in full force and effect effect, is a legal, valid and binding obligation of Parent and the Trustee, and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing subject to the availability of equitable remediesRemedies Exceptions. Parent has complied in all material respects with the terms of the Trust Agreement and is not in claimed or actual material breach thereof or material default thereunder and and, to the knowledge of Parent, there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a material breach or default by Parent or, to the Knowledge of Parent, or the Trustee. There are no separate Contracts, agreements, side letters or other understandings (whether written or unwritten, express or implied) with the Trustee or any other person: (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, that would entitle any Person person (other than stockholders (x) shareholders of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock Ordinary Shares pursuant to the Parent Governing Document and (y) any underwriters in connection with Parent’s Organizational Documents) initial public offering which may be entitled to deferred underwriting discounts and commissions specified in the Prospectus to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except except: (A) to pay income and franchise Taxes from any interest income earned in the Trust Account; and (B) to redeem Parent Class A Common Stock upon the exercise of Redemption Rights in accordance with the provisions of Parent’s Organizational Documentsthe Parent Governing Document. There As of the Signing Date, there are no Legal Proceedings Actions pending or, to the Knowledge knowledge of Parent, threatened in writing with respect to the Trust Account. As of the Signing Date, assuming the accuracy of the representations and warranties of the Company herein and the compliance by the Company with its respective obligations hereunder, Parent has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Parent at the Initial Effective Time.

Trust Account. (a) As of January 22, 2021the date hereof, Parent had has approximately $500,086,473.96 345,000,000.00 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8July 14, 2020, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) ), for the benefit of its public stockholdersshareholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the Trustee, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the Trustee. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied) ): (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders shareholders of Parent holding Parent Class A Common Stock Shares sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock Shares pursuant to Parent’s the Parent Organizational Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account have been or may be released except except: (A) to pay income and franchise Taxes from any interest income earned in the Trust Account; and (B) to redeem Parent Class A Common Stock Shares in accordance with the provisions of Parent’s the Parent Organizational Documents. There are no Legal Proceedings pending or, to the Knowledge of Parent, threatened in writing with respect to the Trust Account.

Trust Account. (a) As of January 22July 27, 20212020, Parent had approximately has at least $500,086,473.96 251,990,000 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8December 12, 20202019, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) for the benefit of its public stockholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the Trustee, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has performed all material obligations required to be performed by it as of the date hereof under, and complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the Trustee. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied) (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; respect or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s Organizational Charter Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except except: (Ai) to pay income and franchise Taxes taxes from any interest income earned in the Trust Account; and (Bii) to redeem Parent Class A Common Stock in accordance with the provisions of Parent’s Organizational Charter Documents. There are no Legal Proceedings pending or, to the Knowledge of Parent, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company (and after the Reorganization, Newco) contained herein and the compliance by the Company (and after the Reorganization, Newco) with its obligations hereunder, Parent does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Parent on the Closing Date. For the avoidance of doubt, funds pursuant to the foregoing will be deemed to be available hereunder notwithstanding any obligation to make payments in connection with (A) the Parent Stockholder Redemptions, (B) the remittance to any Governmental Authority of income Tax or other Tax obligations of Parent prior to the Closing that are accrued and unpaid and (C) any deferred underwriting discount payable from the Trust Account.

Trust Account. (a) As of January 22October 31, 20212019, Parent had approximately $500,086,473.96 408,585,719.03 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8September 6, 20202018, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “TrusteeContinental”) for the benefit of its public stockholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the TrusteeContinental, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the Trustee. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied) ): (i) between Parent and the Trustee Continental that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s Organizational Charter Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except except: (A) to pay income and franchise Taxes taxes from any interest income earned in the Trust Account; and (B) to redeem Parent Class A Common Stock in accordance with the provisions of Parent’s Organizational Charter Documents. There are no Legal Proceedings pending or, to the Knowledge of Parent, threatened in writing with respect to the Trust Account.

Trust Account. (a) As Parent has made available to the Company a true, correct and complete copy of January 22, 2021, Parent had approximately $500,086,473.96 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain fully executed Investment Management Trust Agreement (the “Trust Agreement”) effective ), dated as of October 8February 11, 2020, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Parent has at least One Hundred Seventy-Two Million Five Hundred Thousand and 00/100 Dollars ($172,500,000) in the account established by Parent for the benefit of its public stockholderscertain stockholders of Parent (the “Trust Account”), with such funds invested in United States Government government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) Agreement. The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the Trustee, is valid and in full force and effect and is a legal, valid and binding obligation of Parent and, to Parent’s knowledge, the Trustee, enforceable in accordance with its terms, except insofar as enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or similar laws relating to or affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event whichsubject, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent oras to enforceability, to the Knowledge effect of Parentgeneral principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Trust Agreement has not been terminated, the Trusteerepudiated, rescinded, amended or supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters and (except for the Trust Agreement) there are no agreements, contracts, arrangements or other understandings (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other person that would (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, that would entitle any Person person (other than stockholders holders of Parent holding common stock, par value $0.0001 per share (the “Parent Class A Common Stock sold in Parent’s initial public offering Stock” who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to in accordance with the Parent’s Organizational Documentscharter documents) to any portion of the proceeds in the Trust Account. Prior Except in connection with a Business Combination (as defined below) consummated in accordance with all rules and regulations applicable to the ClosingParent, none of the funds held in the Trust Account may be released released, except (A) to pay income and franchise Taxes taxes from any interest income earned in the Trust Account; Account and (B) to redeem Parent Class A Common Stock in accordance with the provisions of Parent’s Organizational Documentscharter documents. There are is no Legal Proceedings Action pending or, to the Knowledge of Parent, or threatened in writing with respect to the Trust Account.

Trust Account. (a) As of January 22June 15, 20212018, Parent had approximately $500,086,473.96 404,270,829.27 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8January 12, 20202017, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “TrusteeContinental”) for the benefit of its public stockholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the TrusteeContinental, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the Trustee. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied) ): (i) between Parent and the Trustee Continental that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s Organizational Charter Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except except: (A) to pay income and franchise Taxes taxes from any interest income earned in the Trust Account; and (B) to redeem Parent Class A Common Stock in accordance with the provisions of Parent’s Organizational Charter Documents. There are no Legal Proceedings pending or, to the Knowledge of Parent, threatened in writing with respect to the Trust Account.

Trust Account. (a) As of January 22, 2021the date hereof, Parent had has approximately $500,086,473.96 276,000,000 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8January 6, 20202021, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) for the benefit of its public stockholders, with such funds invested in United States Government government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the Trustee, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remediesRemedies Exception. Parent has performed all material obligations required to be performed by it under, and complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the Trustee. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied) (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; respect or (ii) to the Knowledge of Parent, that would entitle any Person (other than (x) stockholders of Parent holding who elect to redeem their Parent Class A Common Stock sold in Ordinary Shares pursuant to Parent’s Charter Documents, (y) the underwriters of Parent’s initial public offering who shall have elected with respect to redeem their shares of any deferred underwriting compensation and (z) Parent Class A Common Stock pursuant with respect to income earned on the proceeds in the Trust Account in order to pay taxes in accordance with Parent’s Organizational Charter Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except except: (A) to pay income and franchise Taxes taxes from any interest income earned in the Trust AccountAccount and Tax obligations; (B) in accordance with the Trust Agreement; and (BC) to redeem Parent Class A Common Stock Ordinary Shares in accordance with the provisions of Parent’s Organizational Charter Documents. There are no Legal Proceedings pending or, to the Knowledge of Parent, threatened in writing with respect to the Trust Account. As of the Effective Time, the obligations of Parent to dissolve or liquidate pursuant to Parent’s Charter Documents shall terminate and, as of the Effective Time, Parent shall have no obligation whatsoever pursuant to Parent’s Charter Documents to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated hereby. Following the Effective Time, none of Parent’s stockholders shall be entitled to receive any amount from the Trust Account except to the extent pursuant to a Parent Shareholder Redemption. Assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its obligations hereunder, Parent does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Parent on the Closing Date.

Trust Account. (a) As of January 22the Signing Date, 2021, the Parent had approximately has at least $500,086,473.96 99,000,000 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management . Trust Agreement (the “Trust Agreement”) effective as of October 8, 2020, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) for the benefit of its public stockholders, with such Account funds are held in cash or invested in United States Government U.S. government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than Act pursuant to the Trust Agreement and the Subscription AgreementsAgreement. Whether written or unwritten, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’sexpress or implied, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the Trustee, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the Trustee. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering Shareholders who shall have properly elected to redeem their shares of Parent Class A Common Stock Ordinary Shares pursuant to the Parent’s Organizational DocumentsDocuments and the underwriters of the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except other than to pay payments with respect to the Redemption of Parent Class A Ordinary Shares properly submitted in connection with a shareholder vote to amend the Parent’s Organizational Documents to: (A) modify the substance or timing of its obligation to pay income and franchise Taxes from any interest income earned allow redemption in the Trust Accountconnection with its initial business combination; and (B) to redeem 100% of its Parent Class A Common Stock Ordinary Shares if it has not consummated an initial business combination by October 13, 2024; or (C) with respect to any other material provisions related to shareholders’ rights or pre-initial business combination activity. The Trust Agreement has not been amended or modified and is a valid and binding obligation of the Parent. The Trust Account is in full force and effect and is enforceable in accordance with its terms, subject to the provisions of Parent’s Organizational DocumentsEnforceability Exceptions. There are no Legal Proceedings claims or proceedings pending or, to the Knowledge of Parent’s Knowledge, threatened in writing with respect to the Trust Account. The Parent has performed all material obligations required to be performed by it to date under the Trust Agreement. The Parent is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement. No Event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach under the Trust Agreement. As of the Closing, the obligations of the Parent to dissolve or liquidate pursuant to the Parent’s Organizational Documents shall terminate. As of the Closing, the Parent shall have no obligation whatsoever pursuant to the Parent’s Organizational Documents to dissolve and liquidate the assets of the Parent by reason of the consummation of the Transactions. To the Parent’s Knowledge, as of the Signing Date, following the Closing, no Parent Shareholder shall be entitled in its capacity as a Parent Shareholder to receive any amount from the Trust Account except to the extent such Parent Shareholder is exercising their option to redeem Parent Class A Ordinary Shares in connection with the Redemption. As of the Signing Date, assuming the accuracy of the representations and warranties of the Company contained in this Agreement and the compliance by the Company with its obligations under this Agreement, the Parent does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to the Parent on the Closing Date. Sponsor has indicated to Parent that Sponsor does not currently intend to seek redemption of its Parent Class A Ordinary Shares and, therefore, Parent expects that the amount available to the Parent on the Closing Date will be at least $7,700,000.

Trust Account. (a) As of January 22, 2021the date hereof, Parent had approximately has $500,086,473.96 258,786,957.00 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8March 4, 20202021, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “TrusteeContinental”) ), for the benefit of its public stockholders, with such funds invested in United States the U.S. Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations Act of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions1940. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the TrusteeContinental, has not been terminated, is valid enforceable by and in full force and effect and is enforceable against Parent in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remediesRemedies Exception. Parent has performed all material obligations required to be performed by it as of the date hereof under, and complied in all material respects with with, the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the TrusteeContinental. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied) ): (i) between Parent and the Trustee Continental that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering who shall will have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s the Parent Organizational Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except except: (A) to pay income and franchise Taxes taxes from any interest income earned in the Trust Account; and (B) to redeem Parent Class A Common Stock in accordance with the provisions of Parent’s Parent Organizational Documents. There are no Legal Proceedings pending or, to the Knowledge of Parent, threatened in writing with respect to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its obligations hereunder, Parent does have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Parent on the Closing Date.

Trust Account. (a) As of January 22, 2021the date hereof, Parent had approximately has $500,086,473.96 231,507,665.62 (the “Trust Amount”) in a trust the account established by Parent for the benefit of its public stockholders (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8, 2020, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) for the benefit of its public stockholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company ActAct and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement, dated as of July 28, 2021, by and between Parent and the Trustee (the “Trust Agreement”). Other than pursuant to the Trust Agreement and the Subscription AgreementsAgreement, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, ’ or any other Person’s ability to obtain financing for the consummation of the Transactionstransactions contemplated hereby. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the Trusteemodified, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar laws Laws affecting the enforceability of creditors’ rights generally or by generally, general equitable principles governing and the availability discretion of courts in granting equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the Trustee. There are no separate Contractscontracts, side letters or other understandings (whether written or unwritten, express or implied) (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; , or (ii) to the Knowledge of Parent’s knowledge, that would entitle any Person (other than stockholders of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s Organizational Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise Taxes taxes from any interest income earned in the Trust Account; and , (B) to pay working capital related costs, and (C) to redeem Parent Class A Common Stock in accordance with the provisions of Parent’s Organizational Documents. There are no Legal Proceedings Actions pending or, to the Knowledge of Parent’s knowledge, threatened in writing with respect to the Trust Account. (c) As of the date hereof, assuming the accuracy of the representations and warranties of the Group Companies contained herein and the compliance by the Company with its obligations hereunder, neither Parent nor Merger Sub have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Parent and Merger Sub on the Closing Date.

Trust Account. (a) As of January 22the date of this Agreement, 2021, Parent had approximately ION has at least $500,086,473.96 258,794,821 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) ), effective as of October 81, 2020, by and between Parent ION and Continental Stock Transfer & Trust Company, a New York corporation (the “TrusteeContinental”) ), for the benefit of its public stockholdersshareholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent ION under this Agreement are not subject to any conditions regarding ParentION’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent ION with respect to the TrusteeContinental, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent ION has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent ION or, to the Knowledge of ParentION, the TrusteeContinental. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied) ): (i) between Parent ION and the Trustee Continental that would cause the description of the Trust Agreement in the Parent ION SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of ParentION, that would entitle any Person (other than stockholders shareholders of Parent ION holding Parent ION Class A Common Stock Shares sold in ParentION’s initial public offering who shall have elected to redeem their shares of Parent ION Class A Common Stock Shares pursuant to ParentION’s Organizational Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except except: (A) to pay income and franchise Taxes taxes from any interest income earned in the Trust Account; and (B) to redeem Parent ION Class A Common Stock Shares in accordance with the provisions of ParentION’s Organizational Documents. There are no Legal Proceedings pending or, to the Knowledge of ParentION, threatened in writing with respect to the Trust Account. (c) ION has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of ION to dissolve or liquidate pursuant to ION’s Organizational Documents shall terminate, and as of the Effective Time, ION shall have no obligation whatsoever pursuant to ION’s Organizational Documents to dissolve and liquidate the assets of ION by reason of the consummation of the transactions contemplated hereby. As of the date hereof, assuming the accuracy of the representations and warranties of the Company and Merger Sub contained herein and the compliance by the Company and Merger Sub with their respective obligations hereunder, ION has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to ION on the Closing Date.

Trust Account. (a) As of January 22, 2021the date of this Agreement, Parent had approximately has at least $500,086,473.96 8,127,915.52 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account (the “Trust Account”), ) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to that certain the Investment Management Trust Agreement dated as of April 19, 2022, between Parent and the Trustee (the “Trust Agreement”) effective as of October 8, 2020, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) for the benefit of its public stockholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act). Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the Trustee, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcythe Enforceability Exceptions, insolvency, reorganization, moratorium and has not been amended or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the Trusteemodified. There are no separate Contractsagreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Reports Documents to be inaccurate in any material respect; respect or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders of Parent holding shares of Parent Class A Common Stock sold in Parent’s initial public offering IPO who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s Organizational Documentsamended and restated certificate of incorporation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise Taxes from any interest income earned in the Trust Account; and (B) to redeem Parent Class A Common Stock in accordance with the provisions of Trust Agreement and Parent’s Organizational Documentsamended and restated certificate of incorporation. There are no Legal Proceedings pending orParent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, threatened in writing no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since the closing of Parent’s IPO, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time and subject to the approval by Parent and the holders of Parent Common Stock, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Governmental Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Account. (a) As of January 22December 31, 20212020, Parent had approximately $500,086,473.96 253,628,041.09 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of October 8March 7, 20202019, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation (the “TrusteeContinental”) for the benefit of its public stockholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company ActAct of 1940, as amended. As of December 31, 2020, Parent held $306,625.77 in cash or cash equivalents outside of the Trust Account. Other than pursuant to the Trust Agreement and the Subscription AgreementsForward Purchase Agreement, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions. (b) The Trust Agreement has not been amended or modified and, to the Knowledge of Parent with respect to the TrusteeContinental, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event whichthat, with the giving of notice or the lapse of time, would constitute such a breach or default by Parent or, to the Knowledge of Parent, the TrusteeContinental. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied) ): (i) between Parent and the Trustee Continental that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of Parent, that would entitle any Person (other than stockholders of Parent holding Parent Class A Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s Organizational DocumentsGoverning Documents or the underwriters of the initial public offering with respect to any deferred underwriting compensation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except except: (A) to pay income and franchise Taxes taxes from any interest income earned in the Trust Account; and (B) to redeem Parent Class A Common Stock in accordance with the provisions of Parent’s Organizational Governing Documents. There are no Legal Proceedings pending or, to the Knowledge of Parent, threatened in writing with respect to the Trust Account.